Introducing Dealer Terms

THIS AGREEMENT is made BETWEEN:

1. CHERRY GODFREY HOLDINGS LTD of One Fountain Street, St Peter Port, Guernsey, GY1 4AQ, Company Number 43447 including any CHERRY GODFREY GROUP COMPANY (the “Principal”), which expression shall include its successors and permitted assigns; and
2. THE INTRODUCING COMPANY, PERSON OR ENTITY (the “Introducer”),

WHEREAS

The Introducer does not wish to offer credit facilities to it’s customers but believes that both the introducer and it’s customers would benefit from customers having access to credit facilities for the purpose of purchasing goods from the introducer.

For the avoidance of doubt, Cherry Godfrey, and not the introducer, shall be responsible for the promotion and marketing of it’s products, the production, delivery and display of Cherry Godfrey Materials and the actual provision of it’s products to the introducers customers. The Introducer will simply accommodate the display of Cherry Godfrey Materials and where necessary assist it’s customer in the completion of an application to Cherry Godfrey.

Where the Introducer of Insurance Business is an entity regulated by a Financial Services Commission or Authority, it will be deemed to be providing advice under it’s regulatory Licence and as such, must adhere to any code of professional conduct issued by the Commission or Authority.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS

   In this Agreement the following expressions shall have the following meanings:

   “Agreement”

   Means this agreement,

   “Agreement Period”

   Means any period or term agreed from time to time between the parties.

   “Applicable Laws”

   Means any law, case law, legislation, instrument, rule, order, regulation, directive, requirement, guidance or byelaw which applies to, concerns or otherwise affects any party’s obligations under this Agreement from time to time, and includes any direction given by any regulator of either party.

   “Business Day”

   Means a day when banks are usually open for business in the Island or the United Kingdom and other than a Saturday, Sunday and bank or public holiday.

   “Commission”

   Means the amounts payable by the Principal to the Introducer in exchange for introductions leading to Business being written. Commission rates will be agreed by both parties, documented in separate commission schedule and reviewed on an annual basis.

   “Cherry Godfrey Materials”

   Means any marketing materials provided from time to time by Cherry Godfrey.

   “customer”

   Means a customer of the Introducer to whom the Introducer introduces the Principal’s Credit or Insurance Business.

   “Credit Business”

   Means Credit Business written on the books of the Principal and introduced by the Introducer under the terms of this Agreement.

   “Intellectual Property Rights”

   Means any and all rights, patents, trade and service marks, design rights, copyright, moral rights, know-how, trade secrets, database rights and other similar rights or obligations of any nature whatsoever, whether registered or not registered or capable of registration in any country.

   “Insurance Business”

   Means Insurance Business written on the books of the Principal and introduced by the Introducer under the terms of this Agreement.

   “Introducer’s Group Company”

   Means any other company or registered trading style connected to the Introducer.

   “Island”

   Means the Bailiwick of Guernsey, Bailiwick of Jersey and the Isle of Man.

   “Professional Indemnity Insurance”

   Means a commercial Professional Indemnity Insurance Policy held by the Principal or the Introducer.

   “Principal’s Business”

   Means Credit or Insurance Business written on the books of the Principal and introduced by the Introducer under the terms of this Agreement.

   “Principal’s Group Company”

   Means any other company or registered trading style connected to the Principal.

   “Termination Date”

   Either party may terminate this agreement by providing written notice to the other.

2. INTRODUCTIONS
   1. The Principal and the Introducer hereby agree that during the Agreement Period the Introducer may introduce Business to customers for the purpose of the Principal’s Business in the Island in accordance with the following terms and conditions which shall become effective from the date of this Agreement.
   2. Nothing in this Agreement shall prevent the Principal from itself writing any form of Business directly in the Island or elsewhere.
   3. Nothing in this Agreement shall prevent the Principal from appointing any other introducer in the Island
3. INTRODUCTION OF BUSINESS
   1. The Introducer hereby undertakes to introduce the Principal’s Business to customers in accordance with the terms of this Agreement and all Applicable Laws.
   2. Each of the Principal and the Introducer undertakes to the other party that it will not take any action that is likely to damage the reputation of the other party (or any brand of such other party) or otherwise bring such other party into disrepute.
   3. In the case of a dispute with a customer, each party to this Agreement agrees to co-operate, on a reasonable basis, with the other in order to satisfactorily resolve any such issues arising and subject to clause 12, shall provide such information as the other party may reasonably request.
4. DUTIES OF THE INTRODUCER

   1. The Introducer shall:

      1. Introduce the Principal’s Business only in accordance with this Agreement and all Applicable Laws.
      2. Serve the Principal with due care, diligence and honesty so as to source Business for the Principal, maintain a professional level of customer service at all times, meet any service levels agreed in writing between the Introducer and the Principal from time to time, and to use its reasonable endeavours to promote the Principal’s Business to customers and prospective customers of the Principal, in accordance with the terms of this Agreement (including, for the avoidance of doubt, the Agreed Terms) and all Applicable Laws.
      3. Not assign this Agreement or appoint any sub-Introducer or delegate any authority conferred by the Principal under this Agreement.
      4. Unless specific agreement to do so has been provided by the Customer in accordance with current Data Protection Laws, the Introducer should not retain any data provided to the Principal, by the Customer, in respect of an application for the Principals Business.
      5. Hold and maintain in full force all necessary licences, approvals, authorisations, consents and registrations which may be necessary in pursuance of or in connection with the performance of its obligations under this Agreement and shall perform its obligations under this Agreement in such a way as not to prejudice the continuation of any such licence, approval, authorisation, consent or registration;
      6. Not without the prior written consent of the Principal vary, or make representations contrary to, the terms of the Principal’s Business;
      7. Notify the Principal promptly of any claims and/or complaints and/or litigation made against the Introducer and/or Principal as a result of this Agreement in accordance with the Agreed Terms and all Applicable Laws and only address such claims in accordance with the Principal’s written instructions;
      8. Not divulge to any other person, any of the Principal’s secrets or business records or any confidential information communicated to the Introducer save as is in the public domain and/or required by any regulatory authority or court of law;
      9. Ensure that any advertising of the Principal's Business by the Introducer is first authorised by the Principal;
      10. Where the Introducer proposes to generate any marketing material for the Principal's Business, the Introducer shall obtain the Principal’s consent in writing to the use of such marketing material and shall incorporate into the marketing material any changes reasonably required by the Principal. Where such material includes any Principal logo, name, trademark or other Intellectual Property Rights (“Principal IP”) the Principal grants to the Introducer a limited non-exclusive, non-transferable licence to use the Principal IP in such marketing material, provided that:
          1. the Principal has provided its consent to the marketing material in accordance with this clause; and
          2. the Principal shall retain ownership of the Principal IP.
   2. References in this Agreement to the prior written approval, consent or agreement of the Principal shall mean approval by any director of the Principal so authorised to give such approval.
   3. Where the Introducer provides advice to the Customer, the Introducer confirms that they hold appropriate Professional Indemnity Insurance.
5. DUTIES OF THE PRINCIPAL

   1. The Principal shall:

      1. Pay the Introducer Commission calculated in accordance with values agreed from time to time in respect of any customers who enter into Credit or Insurance Business;
      2. Not during the Agreement Period or at any time thereafter divulge to any other person any of the Introducer’s secrets or business records or any confidential information communicated to the Principal save as is in the public domain (other than where in contravention of this clause) or required by any regulatory authority or court of law;
      3. Use the registered business name of the Introducer and any other proprietary rights to branding and contact numbers for the Introducer or other Intellectual Property Rights of the Introducer only in connection with this Agreement during the Agreement Period;
      4. Notify the Introducer promptly of any claims and/or complaints and/or litigation made against the Principal and/or Introducer as a result of this Agreement;
      5. Act in good faith and honestly towards the Introducer;
      6. Inform the Introducer immediately if the Principal suspends or ceases to provide or intends to suspend or cease to provide Business;
      7. Hold and maintain in full force all necessary licences, approvals, authorisations, consents and registrations which may be necessary in pursuance of or in connection with the performance of its obligations under this Agreement and the provision of Credit or Insurance Business and shall perform its obligations under this Agreement and provide Business in accordance with all Applicable Laws and in such a way as not to prejudice the continuation of any such licence, approval, authorisation, consent or registration; and
      8. Retain a full audit trail and records in respect of each customer with whom the Principal transacts Principal’s Business and, subject to compliance with applicable data protection legislation, make and retain copies of its records relating to Credit and Insurance Business.
6. AGREED COMMISSION ARRANGEMENT

   It is agreed between the Principal and the Introducer that for each calendar month (or part thereof) until the Termination of the appointment, the Introducer will be entitled to receive Commission in accordance with the Commission Schedule.

7. TERMINATION

   1. The Principal shall be entitled to terminate the appointment of the Introducer made by this Agreement forthwith by delivering written notice to the Introducer’s registered office if:

      1. The Introducer commits any material breach of any provision of this Agreement and either such breach is not capable of remedy or such breach is capable of remedy and is not remedied within 7 Business Days after the date of notice by the Principal requiring such remedy being sent to the Introducer;
      2. The Introducer knowingly commits or is knowingly party to any fraud upon the Principal (or any Principal’s Group Company) or is guilty of any like conduct resulting in loss, economic or otherwise, to the Principal (or any Principal’s Group Company);
      3. The Introducer (or an employee of the Introducer) is guilty of serious misconduct (including fraud, wilful default and/or gross negligence) which, in the Principal’s reasonable opinion, has damaged or may damage the business or affairs of the Introducer, the Principal or any Principal's Group Company or Introducer's Group Company;
      4. The Introducer is declared “En-Desastre or Bankrupt” as defined by Channel Island or Isle of Man Law or commits any other act indicative of insolvency; or

   2. The Introducer shall be entitled to terminate the Agreement forthwith by delivering written notice to the Principal’s registered office if:

      1. The Principal commits any material breach of any provision of this Agreement and either such breach is not capable of remedy or such breach is capable of remedy and is not remedied within 7 Business Days after the date of notice by the Introducer requiring such remedy being sent to the Principal;
      2. The Principal knowingly commits or is knowingly party to any fraud upon the Introducer (or any Introducer’s Group Company) or is guilty of any like conduct resulting in loss, economic or otherwise, to the Introducer (or any Introducer’s Group Company);
      3. The Principal (or an employee of the Principal) is guilty of serious misconduct (including fraud, wilful default and/or gross negligence) which, in the Introducer’s reasonable opinion, has damaged or may damage the business or affairs of the Introducer, the Principal or any Principal's Group Company or Introducer's Group Company;
      4. The Principal is declared “En-Desastre or Bankrupt” as defined by Channel Island or Isle of Man Law or commits any other act indicative of insolvency; or
      5. This Agreement may be terminated for any reason (other than as detailed in this clause 8) by either party giving 6 months’ written notice to the other party.

   3. On the Termination Date the Introducer shall forthwith:

      1. Deliver up to the Principal all records relating to customers with whom the Principal has transacted Business and which relate specifically to that Business (subject to the right of the Introducer to make and retain copies of such records);
      2. Deliver up to the Principal all stocks of printed forms and stationery supplied by the Principal;
      3. Deliver up to the Principal any goods or property of the Principal in the possession of the Introducer; and
8. NOTICES
   1. Any notice to be given under this Agreement shall be delivered either personally, sent by post or, delivered by electronic means. The address for service of the Principal and the Introducer shall be their registered offices for the time being.
9. GOVERNING LAW AND JURISDICTION
   1. This Agreement shall be governed by and construed in accordance with the laws of the Island of Guernsey.
   2. Each party hereto irrevocably agrees to submit to the exclusive jurisdiction of the courts of the Island of Guernsey over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
10. GENERAL MATTERS
    1. This Agreement supersedes any previous agreement between the parties in relation to the matters dealt with herein and it represents the entire understanding of the parties in relation thereto.
    2. the headings in this Agreement are for convenience only and do not affect its interpretation; and
    3. words importing the singular shall include the plural and vice versa and words importing a gender shall include every gender.
    4. The Introducer may not sub-contract any of its rights or obligations under this Agreement or appoint to any delegate any authority conferred by the other party under this Agreement save with the written consent of the other party.
11. CONFIDENTIALITY
    1. The Principal and Introducer hereby agree that they will take all proper steps to keep confidential all confidential information relating to the Principal, Introducer, Principal’s Group Companies and the Introducers Group Companies which is disclosed to or obtained by them pursuant to or as a result of this Agreement, and will not divulge the same to any third party and will allow its own staff access to the same solely for the purposes of performance under the terms of this Agreement, except to the extent that the confidential information becomes public through no fault of the Principal, Introducer, Principal’s Group Companies or the Introducer’s Group Companies (as the case may be). On Termination, the Introducer and Principal will each return to the other any equipment and written data (without retaining copies thereof except to the extent required to do so in order to comply with any Applicable Laws) provided to the other for the purposes of this Agreement.
    2. For the avoidance of doubt, restrictions in any clause, shall not prevent the disclosure of confidential information if required by law or any regulatory or statutory authority or the disclosure of confidential information which has come into the public domain other than by unauthorised disclosure.
    3. The Principal and Introducer hereby agree to keep the terms of this Agreement confidential and not to divulge the same to any third party and will allow its own staff access to the same solely for the purposes of performance under the terms of this Agreement except to the extent that the terms of this Agreement become public through no fault of the Principal and Introducer.
12. DATA PROTECTION

    Each party shall ensure that all customer information in their possession under the terms of this Agreement shall comply with the requirements of all legislation in force from time to time, including, without limitation, The Data Protection (Bailiwick of Guernsey) Law 2017, The Data Protection (Jersey) Law 2018, the Isle of Man data protection act 2018 and any amendment to those laws. In respect of the above laws, each party agrees and confirms that it will ensure that it is appropriately registered under the Law to be able to carry out its duties hereunder and that it will only control, process and transfer data in accordance with the Law. Each party further confirms that it is fully compliant with the requirements of the Data Protection Authority within the jurisdiction/s in which it trades.

13. INDEMNITY AND LIABILITY
    1. Subject to clause 19.2 and 19.3, each party (the “indemnifying party”) hereby undertakes to indemnify the other against all proceedings, costs, demands, claims, expenses and all other liabilities that such other incurs or is held liable for as a result of the breach of this Agreement by the indemnifying party (or any of the indemnifying party’s employees).
    2. To the fullest extent permitted by law, neither party shall have any liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business or opportunity, loss of revenue (but not including the Commission and fees payable to the Introducer under this Agreement), loss of anticipated savings or loss of goodwill, or for any indirect or consequential loss arising under or in connection with the Agreement.
    3. Each party’s liability to the other under this Agreement shall, to the fullest extent permitted by law, be limited to the aggregate of all Commission paid and/or payable in the 12 month period of this Agreement in which such liability arises.