hl landbay introducer agreement 21102016

Introducer Agreement

LIA 21/10/16

Landbay Introducer Agreement between us, the lender agent and you, the introducer

Landbay Partners Limited

Type: Type:

Address: Address:

Email:

Executed by us, the lender agent, acting by the following authorised signatory:

Signature:

Executed by us, the lender agent, acting by the following authorised signatory:

Signature:

Email:

Relationship Manager:

Title/Position of Signatory:

Name of Signatory:

Date Signed:

Title/Position of Signatory:

Name of Signatory:

Date Signed:

Relationship Manager:

FCA Authorisation Number :

Private limited company incorporated in England and Wales (registration number 08668507)

incorporated into them) and the accompanying Introducer General Terms.

This agreement has been executed and delivered by both you and us as follows:

3rd Floor9-11 Grosvenor GardensLondonSW1W 0BD

[email protected]


LIA 21/10/16

Landbay Introducer General Terms

1. Interpretation

In this agreement, unless the context indicates otherwise:

1. Interpretation 2. Appointment to perform Introducer duties Page 33. Provision of the Introducer duties Page 44. Fees, commission, costs and expenses Page 55. Information and record-keeping Page 56. Relationship and monitoring Page 67. General undertakings etc Page 68. Termination Page 79. Notices Page 710. General provisions Page 8

Appointment period

Business day

Completed mortgage

Completed mortgage transferee

Customer

Data protection notice

Data subject

DPA

Introducer duties

Introducer fees and commission

Mortgage

appointment terminates under Clause 8.1.

means a day (other than a Saturday or Sunday or public holiday) on which UK clearing banks generally are open for business in the City of London.

the completion by us of a mortgage to a customer where the mortgage application has been referred to us by you pursuant to this agreement.

owner) to all or any of the principal lender's and/or mortgagee's and/or heritable creditor's

a transfer, assignment or assignation (whether absolute or by way of security), loan, charge, standard security, creation of trust over, agreement to sell or other disposal (in law or in equity

means a person who has or is considering having or proposing to have a mortgage.

means a notice or declaration relating to data protection approved by us and provided by you to the mortgage applicant.

means an individual who is the subject of personal data.

means the Data Protection Act 1998 and each regulation and required standard relating to data protection (including the Data Protection Principles).

means the obligations, duties and liabilities of the introducer pursuant to this agreement and under regulations and required standards.

means at any time the fees and commission payable at that time, subject to the provisions of this agreement, to the introducer under Clause 4.l(a)

means a mortgage provided by or available from us which is, or is to be, secured on an interest in real or heritable property


LIA 21/10/16

Mortgage application

Personal data

Processing

RAO

Regulations

Regulator

Relevant recipient of credit

Required standards

We, us and our

You and your

means any application by a customer for a mortgage, which has been signed by the customer and sent to us either by you, together with all information supplied with or in support of such application.

has the meaning set out in section 1(1) of the DPA and relates only to personal data, or any part of such personal data, of which we are the data controller and in relation to which you are providing introducer duties under this agreement.

has the meaning set out in section 1(1) of the DPA, and "process" shall be construed accordingly.

means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, as may be amended and updated from time to time.

means at any time all laws, statutes, statutory instruments, acts, regulations, orders, directives, and all orders, regulations and rules issued thereunder, in each case applicable at that time to the activities of the introducer or us or in connection with their rights and obligations under this agreement.

means, in relation to any type of regulation or required standard, any person or body entitled to make that type of regulation or required standard and/or enforce and/or supervise compliance with that type of regulation or required standard

has the meaning set out in Article 60L of the RAO.

means at any time all codes of practice and guidance not having the force of law issued by government agencies, self-regulatory bodies, trade associations or other bodies, in each case applicable at that time to the activities of the introducer or us or in connection with their rights and obligations under this agreement.

means Landbay Partners Limited and includes anyone who at any time in the future is entitled

(including, without limitation, a completed mortgage transferee in respect of completed mortgage).

means the person indicated at the start of this agreement as being the introducer.

1.2 Construction

In this agreement, unless indicated otherwise:

a. reference to a month means the period from a day to the day before the corresponding day in the next calendar month (or if that does not exist, the last day of that next calendar month);

b. the singular includes the plural and the other way round, and use of any gender and/or the neuter includes both genders and the neuter;

c.

d. references to any document, law, regulation or required standard include references to such document, law, regulation or required standard as may have been or may from time to time be amended, varied, supplemented, substituted or replaced and any other document executed pursuant to such document, law, regulation or required standard;

e. the expressions include, including and other do not limit the meaning of any other words;

f.

or municipal authority or government body, trust, foundation, joint venture or association (in each case whether or not having separate legal personality) and also include the successors and assigns of that person (including as a result of a merger or consolidation with another person, a take-over and/or a group reorganisation);


LIA 21/10/16

g. references to an employee of a person (the employer) means at any time (1) each person who is at that time an employee

a manner which, in practical terms, is the same as, or very similar to, the manner in which an employee would perform the relevant activities; and

h. each action and omission of an employee of an employer shall be treated as an action or omission (as the case may be) of that employer.

a. constitute, or be construed as constituting, any joint venture or relationship of partnership or agency between us or you and that in relation to this agreement, we and you shall each be acting entirely for our own account; or

b. or other person (whether or not in competition with you ), or from introducing, changing, or discontinuing any activities, practices, policies, processes or procedures, and we have no duty or obligation to consult with you in relation to the same.

a. good industry practices and standards and the provisions of this agreement;

b.

c. in accordance with all applicable regulations and required standards, and any relevant training and guidance material we may provide from time to time.

a. submit or arrange for the submission of mortgage applications to us in accordance with the terms of this agreement;

b. only use complete and up to date documentation relating to mortgage applications and mortgages as supplied and/or approved by us and comply with applicable regulations and the applicable required standards;

c. not receive any payment, reward, cash back or advantage from any customer in connection with any mortgage application except as permitted and in accordance with this agreement and applicable regulations and the applicable required standards;

Subject to Clause 8.2, we appoint you on a non-exclusive basis to introduce mortgage applications to us in accordance with the provisions of this agreement throughout the appointment period and you accept such appointment on and subject to the provisions of this agreement.

You are not, and you must not at any time hold yourselves out as being, the agent or partner of us for any purpose whatsoever. You agree that you have no authority or power to bind us, nor approve mortgages, nor create any liability, nor make, nor hold itself out as making, any representations or warranties on behalf of us.

You shall perform the introducer duties throughout the appointment period:

You shall:

2. Appointment as an introducer

3. Provision of the introducer duties

2.2 No agency or partnership etc.

2.1 Your appointment

3.1 Exercise due skill

3.2 Basic introducer duties

2.3 Nothing in this agreement and no action taken by us or by you, pursuant to this agreement shall:


LIA 21/10/16

d. before submitting any mortgage application to us, verify the customer's identity and ensure that the mortgage application has been fully and properly completed as well as taking reasonable steps to ensure that all and any information contained in it is accurate, correct and not misleading and that no material information or circumstances which are reasonably likely to

notify us as soon as reasonably practicable;

e. provide accurate and complete information about the relevant mortgage application and/or mortgages to each customer;

f. customer or any underwriter) in relation to any mortgage application and/or mortgage, and not do anything which would cause any mortgage or any security relating to it to be invalid, voidable or unenforceable;

g. observe the best commercial practices in relation to each customer and/or mortgage application;

h. promptly on request by or on behalf of us, provide such further information relating to a customer and/or mortgage application and/or supporting documents as we may reasonably request for the purpose of deciding whether or not to approve such mortgage application;

i.

j. not undertake any business which you are not authorised to do by the relevant authorities, including a regulator, and comply with all regulations and required standards so far as they are applicable;

k. perform all other obligations and duties expressed (in whatever form of wording) to be applicable to you in this agreement at the times and in the manner expressly indicated in this agreement;

l. not do anything which brings your name into disrepute or is harmful or detrimental to your reputation or goodwill; and

m. not do anything which brings our name into disrepute or is harmful or detrimental to our interests, reputation or goodwill or cause us to breach any law (including any regulation) or any required standard.

a. We may from time to time (including on our website) provide you with marketing materials, forms and information about our mortgages as may be reasonably necessary to enable you to introduce customers, to and inform customers about mortgages and arrange mortgage applications. You shall be responsible for ensuring that you have and use up to date marketing materials, forms and information. No material other than that provided to you by us may be used by or created by you which includes our name, logo, or details of our products without our prior written consent. We may at any time terminate any consent previously given to you upon written notice to you and if so terminated you shall immediately cease to use any material the subject of that consent.

b. Any material provided by us to you in relation to our mortgages or other products or services remains our property and must be returned to us by you on demand.

a. We shall upon reasonable request from you from time to time inform you as to the progress of any mortgage application.

b. We shall consider and process all mortgage applications with reasonable diligence but you agree that we may (in our

application (even if it complies with our criteria).

c. If we receive mortgage applications in respect of the same customer from more than one source we may determine (in our absolute discretion and without providing any reason) which application to progress but we will act in good faith in making such determination.

a. Each time a complaint is raised with you by a customer in relation to the mortgage application or any mortgage or us:

i. you shall immediately refer the matter to our relationship manager; and

ii. you shall, if we do not decide that it is appropriate for us to respond to the complaint by agreement with your relationship manager, deal with that complaint in accordance with all applicable aspects of the regulations, the required standards.

3.3 Marketing Materials

3.4 Processing of applications

3.5 Complaints


LIA 21/10/16

a. Each time a complaint is raised with you by a customer in relation to the mortgage application or any mortgage or us:

a.

with this agreement during the appointment period.

b. You are responsible for any payment of broker fees and commission, to any introducer of customers to you and we are not liable for or required to pay any broker fees and commission to any such introducer and each such introducer agrees that payment by us of such fees to you shall fully discharge our liability in respect of such broker fees and commission.

c. Where VAT is applicable to any broker fees and commission, paid to you under this agreement, upon receipt of payment of such broker fees and commission if appropriate and if we request you shall promptly provide a receipted VAT invoice for such payment.

d. will be subject to clawback in whole or in part, in the event that the introduction of the mortgage applications to which such fees and commission relate are made by you in breach of clause 7.1. We shall notify you of any clawback as soon as practically possible and you agree to repay the percentage of that clawback which is due to us at the end of the month

e. (a) above.

You represent and warrant that neither you nor any of your employees, directors or shareholders have been involved in, charged

On each occasion that you;

a. become aware of any breach or potential breach of any regulation or required standard, you shall promptly notify us and provide such assistance and information as we may require in dealing with the matter;

b. become aware of or suspect any potential fraud and/or money laundering in connection with any mortgage or mortgage application introduced to us under this agreement or that any regulator initiates any inquiry or investigation of or takes any adverse action against you, any introducer to you or person acting for any introducer of customers to you or any non-compliance by you with any applicable provision of this agreement; or any matters that may have a material adverse

reputation or which are likely to entitle us to terminate your appointment under this agreement, it shall immediately inform our relationship manager, and you shall co-operate fully with us and use your reasonable endeavours to take such action as we may reasonably require in relation to the foregoing.

You shall ensure that you shall promptly provide us with such information as we require from time to time regarding particular complaints and your complaints processes and your records relevant to complaints.

b.

i. you shall immediately refer the matter to our relationship manager; and

ii. you shall, if we do not decide that it is appropriate for us to respond to the complaint by agreement with your relationship manager, deal with that complaint in accordance with all applicable aspects of the regulations, the required standards.

3.5 Complaints

3.6 Good standing

4. Fees, commission, costs and expenses

5. Information and record-keeping

4.1 Your fees and commission

5.1 Complaints and other problems


LIA 21/10/16

You shall ensure that you shall keep and maintain such records in connection with any mortgage application as may be necessary to satisfy us, our auditors and any regulator that there has been compliance with regulations and required standards.

You agree that data from time to time submitted to you by or on behalf of us or a customer and any data acquired, created, stored, processed in and/or inputted into your system under or in connection with this agreement in respect of any mortgage or customer relating (excluding any reports or information generated solely for your own use) to this agreement is our sole property and that during the subsistence of this agreement (and not further or otherwise) it is held to our order.

You agree that data from time to time submitted to you by or on behalf of us or a customer and any data acquired, created, stored, processed in and/or inputted into your system under or in connection with this agreement in respect of any mortgage or customer relating (excluding any reports or information generated solely for your own use) to this agreement is our sole property and that during the subsistence of this agreement (and not further or otherwise) it is held to our order.

a. You and we acknowledge that for the purposes of the DPA, we are the data controller and you are the data processor of any personal data.

b. You warrant to us that, to the extent required by applicable law, you are registered under the DPA and have complied with the provisions of the DPA.

c. You shall at all times comply with your obligations under the DPA, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any other applicable data protection laws, regulations and codes of practice from time to time in force throughout the term of this agreement.

d. You shall provide a data protection notice to the customer and obtain their valid consent to the data protection notice.

e. In relation to personal data disclosed and/or processed in connection with a customer or any mortgage application you shall:

1. process the personal data in accordance with the DPA and in accordance with our instructions from time to time;

2. process the personal data only in so far as is necessary for the purpose of performing and complying with the provisions of this agreement in submitting a mortgage application to us;

3. not disclose personal data obtained in relation to any customer, or allow access to it other than to you or us and shall ensure that your employees are subject to written contractual obligations concerning personal data which are no less onerous than those imposed by this agreement;

4.

5.

6. implement and maintain appropriate technical and organisational measures against the unauthorised or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data;

7. promptly inform us if any personal data is lost or destroyed or becomes damaged, corrupted or unusable;

8. promptly comply with any request from us requiring you to amend, transfer or delete the personal data; and

9. not transfer any personal data outside the European Economic Area without our prior written consent.

5.2 Maintain records

5.3 Data held for us

5.4 Data protection

f. You shall notify us within 5 business days if you receive a request from a data subject for access to that person's personal data. You shall provide us with full cooperation and assistance in relation to any request made by a data subject to have access to that person's personal data. You shall not disclose personal data to any data subject or to a third party other than at our written request or as provided for in this agreement.

g. We are entitled, on giving at least 3 days' notice to you, to inspect or appoint representatives to inspect all facilities, equipment, documents and electronic data relating to the processing of personal data by you. The requirement to give notice will not apply if we reasonably believe that you are in breach of any of your obligations with respect to personal data under this Clause 5.4.


LIA 21/10/16

h. expenses incurred by us or for which we are or may become liable due to any failure by you or your employees or agents to comply with any of your obligations under this Clause 5.4.

i.

appointment period.

Throughout the appointment period you and we shall each maintain a person to act as relationship manager in relation to this agreement. The respective initial relationship managers are as indicated at the start of this agreement, and you or we may substitute an alternative person upon 5 business days prior written notice to the other. We and you authorise the respective relationship manager to be responsible for the day-to-day monitoring and management of our relationship in relation to this agreement.

Without prejudice to Clause 8.1, on each occasion a dispute arises between you and us with respect to any matter under this agreement, you or we may refer it to your and our respective relationship managers to discuss it in good faith and to attempt to resolve it. If the relationship managers are unable to agree a resolution within a period of 10 business days (or such longer period

Throughout the appointment period you shall provide monthly pipeline status reporting and attend governance forums to review performance at least quarterly.

a. You shall promptly give us such information and evidence in such form as we may reasonably request from time to time, in relation to your compliance with this agreement (including as required for the purpose of the discharge of our duties under applicable law).

b. You shall co-operate with any duly authorised employee, agent or other representative of us or any regulator in such matters as they reasonably require, including in connection with the discharge of any duty under the regulations or any required standards. Such co-operation shall include access to personnel, documentation, information, data, systems, premises and communications networks in your possession custody or control.

c. You shall, upon reasonable written notice by us and at no cost to us, at any time between 9.00am and 5.30pm on any business day, permit any duly authorised employee, agent or representative of us or any regulator to check your records, systems and procedures to assess your compliance with the regulations or any required standards applicable to you; and/or to enable the relevant employee, agent or representative to carry out any right or duty conferred or imposed by any regulations or any required standards, and you shall provide reasonable assistance and co-operation in connection with each such check and shall for the purpose of each such check at any time between 9.00am and 5.30pm on any business day, provide access to your premises,

reasonable.

6. Relationship and monitoring

6.1 Relationship managers

6.2 Resolution of disagreements

6.3 Governance and Reporting

6.4 Co-operation and access


LIA 21/10/16

a. You represent and warrant that as at the date of this agreement you have obtained, complied with and done, and undertake that throughout the appointment period you shall, promptly obtain, comply with and do, all that is necessary

regulation or any required standard to enable you to lawfully fully perform and comply with this agreement and to ensure the legality, validity, enforceability or admissibility in evidence in England and Wales, and each other jurisdiction in which such performance or compliance is to occur, of this agreement.

b. Where you submit or arrange for the submission of mortgage applications to us in respect of customers who are individuals or relevant recipients of credit, you further represent and warrant that as at the date of this agreement (and for the duration of the appointment period) you are either authorised and regulated by the Financial Conduct Authority with permission to carry on credit broking activities (within the meaning of Article 36A of the RAO) or you have been appointed

Markets Act 2000) which holds such credit broking permissions.

a.

b.

c. Without prejudice to that, either you or we may terminate your appointment under this agreement by notice in writing

given.

d. We may terminate your appointment at once, or at any time thereafter, by notice in writing to you in the event that you breach clause 7.1(b).

e. A termination event shall have occurred in relation to a person each time:

1. default is made by that person in the performance or observance of any of the terms applicable to it under this agreement and, if capable of remedy, such default continues un-remedied for a period of 10 business days after that person becomes aware of such default; or

2. any representation or statement made or deemed to be made by that person in relation to any mortgage application is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; or

3. person to comply with the terms applicable to that person under this agreement;

4. other party to this agreement; or

You will fully indemnify us and each relevant completed mortgage transferee on demand on an after-tax basis in respect of any losses incurred by us or, in the alternative, such completed mortgage transferee directly as a result of any non-compliance with any provision of this agreement by you.

7. General undertakings

8. Termination

7.1 Authorisations

8.1 Termination by notice

7.2 Indemnities


LIA 21/10/16

5. anything occurs which is likely to result in any material term purporting to apply under a mortgage not being legal, valid and binding on, and enforceable in accordance with its terms against that person or, as appropriate, that person's assets.

Upon the last day of the appointment period all authority and power which you have as a result of this agreement shall be

with us.

We shall process only completed mortgage applications submitted to us on or prior to that day and you shall not do any further work on, or arrange or submit any further mortgage application from and after that day.

Notwithstanding the end of the appointment period, but subject to and without prejudice to Clause 4.l( b), you shall continue to be entitled to broker fees and commission in respect of mortgage applications provided up to and including the last day of the appointment period and such broker fees and commission shall be payable by us in accordance with the provisions of this agreement.

8.2 Termination of authority

10.1 Co-operation

10.2 Force majeure

8.3 Further broker fees and commission

9. Notices

10. General provisions

Except to the extent indicated otherwise;

We and you shall co-operate fully and use reasonable endeavours to do all such further acts and things and execute any further

If compliance with any provision of this agreement is prevented, restricted, delayed or interfered with as a result of events or circumstances which are both beyond the reasonable control of the person required to comply with that provision and the result of such events or circumstances could not reasonably have been avoided or lessened, then, to that extent, compliance with that provision is deemed to be suspended.

Where such suspension occurs that person must:

a. promptly inform and provide details to the relationship manager of the other party; and

b. use its reasonable endeavours to resume compliance with the suspended provision; and that person must continue to comply with the remainder of the provisions of this agreement which are applicable to that person.

a. each communication to be given in connection with this agreement shall be in writing, shall be given in one or more of the ways referred to in Clause 9( b) using the applicable contact details and, where the contact details include a designated recipient for the relevant type of communication, shall be marked for the attention of that designated recipient and, where the contact details include details where a copy of the relevant type of communication is also to be sent, a copy of the communication shall be sent in accordance with those details; and

b. each communication delivered in person shall be treated as given at the time it is delivered or left at the relevant address; or if sent by post ( postage pre-paid ) shall be treated as given when it arrives at the relevant address; and if sent by an electronic messaging system shall be treated as given at the time the electronic message is available to be accessed by the recipient, provided that if this would result in any communication being treated as given outside 9 a.m. to 5 p.m. on a business day, it shall instead be treated as given at the next occurrence of 9 a.m.

As at the date of this agreement, your and our respective contact details are as indicated at the start of this agreement and may be changed by at least 5 business days prior written notice to the other.


LIA 21/10/16

and when it is agreed in writing and shall not be implied by any failure or delay to it being exercised. Except as expressly provided in this agreement, the rights, powers and remedies provided in this agreement are in addition to rights, powers or remedies provided by law.

Each provision in this agreement is separate from the others and if it is not or ceases to be legal, valid and enforceable this will

purpose.

This agreement is the entire agreement and understanding between you and us as to the subject matter of this agreement and supersedes prior oral or written agreements, representations or warranties, but nothing in this clause shall operate to exclude liability for any fraudulent statement or act.

without limitation, a completed mortgage transferee in respect of a completed mortgage).

Other than a completed mortgage transferee, a person who is not a party to this agreement has no right under the Contracts

third party which exists or is available apart from that Act.

counterpart. Each such counterpart shall constitute an original of this agreement but all such counterparts together shall constitute one and the same instrument.

This agreement and all non-contractual obligations arising out of or in connection with this agreement, are governed by, and shall be construed in accordance with, English law and you and we agree to submit to the non exclusive jurisdiction of the English courts.

10.3 Waivers and variations

10.4 Partial invalidity

10.5 Entire agreement

10.6 Assignment

10.7 Rights of third parties

10.8 Counterparts

10.9 Governing law and jurisdiction


LIA 21/10/16

A. Banking Details:

Your bank account details for payments of broker fees and commission under this agreement Bank name:

B.1 Condition for broker fees and commission

B.2 Rates of broker fees and commission

B.3 Accrual of broker fees and commission

B.4 Due date and payment of broker fees and commission

In relation to each completed mortgage which arises as a result of any mortgage application which is introduced or referred to us by you under and in accordance with this agreement during the appointment period, broker fees and commission at the rates (each inclusive of VAT if legislation so requires) applicable under B.2 below.

You agree that we are entitled, by giving written notice to you, to change (in our absolute discretion) the applicable broker fees

to any completed mortgage in respect of which the relevant mortgage application was submitted prior to such date the new

All broker fees and commission shall accrue on the date of completion of the initial advance in respect of such completed mortgage (and, for the avoidance of doubt, if, for whatever reason, a mortgage application does not proceed to a completed mortgage, we shall not be liable to pay any broker fees and commission (or other amount) in respect of the introduction or referral).

The aggregate amount of such broker fees and commission shall become due on the second business day of the week after the date that any mortgage completes by electronic funds transfer to a bank account maintained by you in the United Kingdom

relevant transfer).

with up to 50bps for individual application and 60bps for company applications to be paid to any introducer of customers to you.

The current broker fees and commission payable to you are based on the net loan amount (excluding product fees):

B. Broker fees and commission:

Bank Name:

Borrower Type Broker Fees and Commission

Sort/SWIFT Code:

Ibtl .6% (60bps)

Sort/SWIFT Code:

Individuals .45% (45bps)

Sort/SWIFT Code:

Limited Companies .45% (45bps)

hl landbay introducer agreement 21102016

Documents