Source Go Terms and Conditions
Last revised May 2023
Source Insurance Limited
GENERAL PROVISIONS
1.1 This statement sets out the conditions (“Terms”) upon which Source Insurance Limited of Global Reach, Dunleavy Drive, Cardiff CF11 0SN (hereafter Source Insurance / The Company / Us / We / Our) propose to accept introductions from the introducing firm (hereafter You / the Introducer / Your) for the purposes of section 39 of the Financial Services and Markets Act 2000 (hereafter The Act). By making introductions to The Company, You are agreeing to be bound by these terms of business and any subsequent amendments to same.
1.2 The Company reserves the right at its discretion to terminate this agreement. This right is not limited in any way by such contractual arrangements that the Company may have entered into with an individual intermediary via Network or Master Agent.
1.3 The Introducer shall indemnify the Company against any loss sustained by the Company as a consequence of the Introducer acting outside of or in breach of the provisions of any of these Terms or any applicable law or regulation.
1.4 The Introducer will fully co-operate with any regular or ad-hoc requests related to the verification of information or any other terms of this agreement. This will include annual compliance checks and the timely payment of any fees required. Any failure to co-operate with such a request will be deemed to be a breach in accordance with clause 7.2.1.
SCOPE OF ACTIVITIES
2.1 Under this agreement, You will conduct the following activities:
(i) the provision of information about a potential policyholder to Source
(ii) the provision of information to a potential policyholder about Source and it’s services
For the avoidance of doubt, the scope of this agreement shall be limited to the activities set out in this clause.
2.2 By accepting this agreement, You confirm that You are and undertake that whilst this agreement is in force You will remain suitable to act in the capacity of Introducer, having regard in particular to other persons connected with You, for whom You have, or will have, direct responsibility.
2.3 You are responsible for all charges, disbursements and expenses incurred in acting as an Introducer under this agreement, unless otherwise agreed in advance between both parties in writing.
2.4 We may give You instructions relating to Your duties under this agreement. Such instructions may be given orally or in writing. You may rely on such instructions which purport to have been given by a person from time to time notified by Us as having authority to give instructions to You and shall comply with any such instruction within a reasonable timescale.
DUTIES OF THE INTRODUCER
3.1 Under this agreement, You agree:
(i) to conduct business in accordance with this agreement
(ii) to comply with any limitation or requirement imposed on Us by the FCA or any other appropriate regulatory body, and notified to You in writing
(iii) that You and Your staff will comply with any procedures laid down by Us to reinforce the provisions of this agreement
(iv) that You shall ensure that Your staff or any other persons working on Your behalf, will comply with the relevant requirements of legislations and regulation in so far as they apply to the activities which You carry on as an Introducer.
(v) that You shall not knowingly or recklessly do or omit anything that would cause Us to be in breach of any applicable legislation or regulation; and
(vi) that You shall inform Us immediately if You become aware of any breach of the terms of this agreement.
3.2 You will ensure that You have disclosed to a prospective customer, all relevant facts pertaining to your status as an Introducer as required by the statutory regulations applicable to the introduction and prevailing at the time of the introduction. These facts, in accordance with ICOBS 4.1.3R in the FCA handbook, will include but not be limited to; Your name and address, Your regulatory status, Our name, address and regulatory status and whether You will be charging any fees for the service You provide.
3.3 You will provide us through the medium specified, with sufficient contact details (including full name, address and at least one daytime telephone number) to enable Us to contact the prospective customer and You will ensure:
(i) that those contact details are recorded and communicated to Us accurately
(ii) that active and informed consent from the prospective customer has been obtained for those contact details being passed to Us
(iii) that all other appropriate steps have been taken to enable Us to use and process those contact details (in connection with the conduct of business for the prospective customer) lawfully and in accordance with the Data Protection Act 2018.
3.4 You have no authority, and will not hold yourself out or permit any other person to hold You out as having authority, to make any warranty or representation about Us or the conduct of business by Us or otherwise to bind Us in any way.
3.5 You will co-operate fully in the investigation and resolution of any complaints made by a customer about the conduct of business for that person
3.6 You shall:
(i) keep or cause to be kept such records as may be necessary to give a complete record of all business conducted by You pursuant to this agreement and any other records as may be required to show at any time that You have complied with the requirements of this agreement, and any relevant legislation and regulation.
(ii) Maintain the records referred to in clause 3.6(i) so that they are at all times up to date, accurate and available for inspection and copying by Us, the FCA or Our auditors.
(iii) Upon request and within a reasonable timescale, provide any records required by Us in order for Us to ensure You have complied with the terms of this agreement and the requirements of any relevant legislation and regulation.
3.7 You shall co-operate and procure that Your staff will co-operate with the FCA, Us and/or our auditors in the exercise of these rights both during and after the termination of this agreement.
3.8 Your obligations under clauses 3.5 and 3.6 of this agreement will remain in force for 12 months after the termination of this agreement, or for such longer period as maybe necessary for Us to comply with Our obligations to the FCA.
DATA PROTECTION
4.1 Both parties shall comply with the relevant provisions of the Data Protection Act 2018, subordinate legislation made thereunder and any other applicable legislation concerning personal data, as amended from time to time.
4.2 Some or all of the information supplied to the Company will be held on computer or paper. This information may be accessible by other administration providers within the Company. If this happens your data will remain confidential and will not be used for any purpose not covered within these terms.
REFERRAL FEE
5.1. All matters relating to the payment of referral fees by the Company and all product and commission/fee disclosure made by the Company and/or the Intermediary shall be governed by the principles and rules of the FCA as amended or replaced from time to time, to the extent that such principles and rules are applicable. The Introducer accepts and undertakes to comply with those principles and rules as applicable.
5.2. The Company shall pay referral fees, in accordance with these Terms, on all referrals submitted to the Company which result in a new business policy being taken up and not cancelled by the Client(s) during a “cooling off” or “cancellation” period.
5.3. On acceptance of the Company’s offer of referral fees, the Introducer will be entitled to an amount set at such rates as agreed with the Introducer or are published by the Company from time to time.
5.4. The referral fee payable may be varied by the Company after giving 30 days’ notice. A statement of the fees prevailing from time to time will be available on request.
5.5. In respect of all Business completed by the 8th day of the month, provided that payment of the Premium due in relation to said Business has been received by Source Insurance whether directly from the Client(s) or via the Insurance Company; Source Insurance shall:
5.5.1. remit all referral fees due to the Introducer by BACS transfer into the bank account specified by You on or around the 25th day of the same month where practicable.
5.5.2. send the Introducer a summary report of General Insurance policy sales and referral fees payable where the premium has been received by Source in the preceding month.
5.6. Any changes to the nominated bank account must be communicated to the Company in writing; signed by a principal and on company letterhead.
5.7. The Company reserves the right to cease paying referral fees in the event that any of the Introducer’s directors, partners or the principal enters into a voluntary arrangement with creditors, have bankruptcy or liquidation proceedings instituted against them, have a receiver appointed over their assets or have been charged with or convicted of, an offence involving fraud or dishonesty.
5.8. In the event of a complaint about the introducer’s conduct being received and dealt with by the Company, the Company reserves the right to deduct any associated costs (including any financial compensation paid to the complainant) from any referral fees that the introducer would otherwise be entitled to. The Introducer also acknowledges that the company has the right to temporarily withhold payment of commission whilst any complaint about the Introducer is being investigated and/or dealt with by the Company.
5.9. In the event of the Company withdrawing access to its facilities, or in response to the Introducer’s failure to meet its responsibilities as set out in this document and/or any agency agreement with the company, we shall cease to pay referral fees other than any unpaid referral fees which are due to the Introducer at that time.
5.10. The Company’s statement of account (which may be contained in writing, e-mail or direct on-line communication) shall be the prime record of referral fees due to the Introducer, all save in the case of manifest errors or omissions.
5.11. Referral fees shall be paid to the Introducer monthly in arrears but the Company may defer payment of Commission until a total of at least £10, or such other amount as the Company may notify from time to time, is due to the Introducer.
5.12. The Company will from time to time make such relevant searches and checks in respect of the Introducer and its owners/principals (including in relation to creditworthiness and regulatory status) as it sees fit.
VARIATION
6.1 The Company reserves the right to vary these Terms, subject to 7 days notice being given to the Introducer, except in the circumstances where changes in the rules of a relevant organisation or any applicable law are such as to require the changes to these Terms to take effect earlier than that date, in which event such changes shall have effect on such earlier date and notice of variation shall be given as soon as reasonably practicable. Such variation shall not affect contracts in force or proposals for contracts received by the Company before the variation to these Terms take effect.
TERMINATION
7.1 Without affecting or restricting the general powers of the Company, these Terms may be terminated at any time by either party after 24 hours written notice to the other party so that no introductions shall be accepted by the Company.
7.2 These Terms may be terminated by the Company with immediate effect so that no introductions shall be accepted by the Company, and without liability on the Company’s part, on the occurrence of any one or more of the following:
7.2.1 Any material breach by the Introducer of any of the previous conditions contained within these Terms;
7.2.2 Misconduct or neglect on the part of the Introducer which is or could be prejudicial to the Company’s business or reputation.
7.2.3 Revocation or suspension of the Introducer’s authorisation by any relevant regulatory body.
7.2.4 Cessation or suspension or intended cessation or suspension of the Introducer’s business.
7.2.5 Litigation or reconstruction involving the Introducer including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets.
7.2.6 The death of the Introducer if he/she is the sole proprietor of the business.
7.3 Any termination of these Terms by the Company shall be without prejudice to any other remedies that the Company may be able to pursue against the Introducer including remedies that the Company may be able to pursue against the Introducer in respect of accrued rights under these Terms.
7.4 The Introducer shall keep the Company advised in writing of any facts known to it within the scope of 7.2.1 to 7.2.5 above.
CONSEQUENCES OF TERMINATION
8.1 Consequent to the Company having given notice of termination to the Introducer in accordance with Clause 6 above, or having received notice of termination of Agency from the Introducer, the Introducer shall:
8.1.1 cease any and all promotion of the Company’s products;
8.1.2 repay all sums then and subsequently outstanding to the Company;
PROHIBITION OF CROSS-SELLING TO CLIENTS
The mechanisms embodied in the Source™ are designed to facilitate the cross-selling of General Insurance policies by the Intermediary through the agencies held by the Company.
9.1. The Company hereby warrants that the information provided to us by the Intermediary for the purpose of arranging General Insurance policies for their Client(s), will be used solely for the purpose of transacting those policies. No record will be created, stored or passed on to any other third party organisation for any other purpose.
9.2. Without prejudice to any obligations of confidentiality it may have, where either party has access to information which is personal data, as defined in the Data Protection Act 1998, as a consequence of the arrangements contemplated by this Agreement it shall:
9.2.1. comply and ensure that all its personnel comply with all their respective obligations under the Data Protection Act then in force;
9.2.2. keep such information secure;
9.2.3. not export such information outside the European Union without consent; and
9.2.4. allow the other party or its authorised representatives such access to premises, systems and records containing such information as is necessary to ensure compliance with this clause.
USE OF ELECTRONIC SERVICES
10.1. Use of the services available to Intermediaries on the Company’s Internet websites shall be subject to these Terms and any on-line terms and conditions notified to the Intermediary by way of the said services or by any other means.
10.2. Email communications are not necessarily secure and may be intercepted or changed after they are sent. The Company does not accept liability for any such changes.
TRAINING, MONITORING & COMPLIANCE SUPPORT
11.1. For the avoidance of doubt, while the Company will make available its compliance and compliance monitoring facilities to the Intermediary, it does not take any responsibility for the acts or omissions of those Intermediaries as they pertain to compliance with the regulatory regime prevailing from time to time for the General Insurance policies transacted through the Source™.
11.2. The Intermediary accepts and undertakes to comply with those principles and rules of the FCA or relevant regulatory body to the full extent that such principles and rules are applicable to the General Insurance policies being sold.
11.3. The Intermediary shall at all times conduct itself in line with the standards of best practice at point of sale specified in the prevailing regulatory guidelines issued by the FCA and/or other such bodies as become relevant. The Intermediary shall ensure compliance with all applicable regulations and standards relevant to the transaction, as amended or replaced from time to time.
11.4. The Company shall be granted full access to the Intermediary’s premises at any time during normal business hours for the purposes of monitoring or investigating the Intermediary’s compliance with the prevailing regulatory requirements as may apply at the time in question. To this end, access shall be granted to all files, documents and other records relating to insurances affected under these Terms, whether stored in physical or electronic format; along with the right to make copies of any such records.
PROFESSIONAL INDEMNITY COVER
You shall obtain and maintain in force at all times, professional indemnity insurance in accordance with the requirements of the FCA and any subsequent relevant regulatory regimes. The policy shall indemnify you against losses from claims made against you;
12.1. for breach of duty in connection with the Business by reason of any negligent act, error or omission; and
12.2. in respect of libel or slander or in Scotland defamation, committed in the conduct of the Business by the insured, any employee or former employee of the insured, and where the Business is or was carried on in partnership, any partner or former partner of the insured;
12.3. by reason of any dishonest or fraudulent act or omission committed in the conduct of the Business by any employee (other than a director of a body corporate) or former employee (other than a director of a body corporate) of the insured;
and against claims arising in connection with the Business in respect of:
12.4. any loss of money or other property whatsoever belonging to the insured or for which the insured is legally liable in consequence of any dishonest or fraudulent act or omission of any employee (other than a director of a body corporate) or former employee (other than a director of a body corporate) of the insured; and
12.5. legal liability incurred by reason of loss of documents and cost and expenses incurred in replacing or restoring such documents.
The Professional Indemnity cover outlined in the clauses above shall offer levels and limits of cover as required by the FCA or other applicable prevailing regulatory body; and shall apply to all instances involving General Insurance Business conducted through the Agencies held by the Company and facilitated by any of Source Insurance Limited’s software systems.
VARIATION
13.1 The Company reserves the right to vary these Terms, including the Agency Agreement, subject to 7 days notice being given to the Intermediary, except in circumstances where changes in the rules of a relevant regulatory organisation or any applicable law are such as to require the changes to these Terms to take effect earlier than that date, in which event such changes shall have effect on such earlier date and notice of variation shall be given as soon as reasonably practicable. Such variation shall not affect contracts in force or proposals for contracts received by the Company before the variation to these Terms takes effect.
TERMINATION
14.1. Without affecting or restricting the general powers of the Company, these Terms may be terminated at any time by either party after 14 days written notice to the other party so that no new Business shall be placed with or accepted by the Company.
14.2. These Terms may be terminated by the Company with immediate effect so that no new Business shall be placed with or accepted by the Company, and without liability on the Company’s part, by written notice to such effect to the Intermediary on the occurrence of any one or more of the following:
(i) Any material breach by the Intermediary of any of the previous contained within these Terms;
(ii) Misconduct or neglect on the part of the Intermediary which is or could be prejudicial to the Company’s business or reputation.
(iii) Revocation or suspension of the Intermediary’s authorisation by any relevant regulatory body.
(iv) Cessation or suspension or intended cessation or suspension of the Intermediary’s operation.
(v) Litigation or reconstruction involving the Intermediary including (without limitation of the foregoing) bankruptcy, dissolution, administration, winding up or seizure of assets.
14.3. Any termination of these Terms by the Company shall be without prejudice to any other remedies that the Company may be able to pursue against the Intermediary including remedies that the Company may be able to pursue against the Intermediary in respect of accrued rights under these Terms.
14.4. The Intermediary shall keep the Company advised in writing of any facts known to it within the scope of 13.2(i) to 13.2(v) above.
CONSEQUENCES OF TERMINATION
15.1. Consequent to the Company having given notice of termination to the Intermediary in accordance with Clause 14 above, or having received notice of termination of Agency from the intermediary or cancellation of subscription to the Source Insurance, for any reason other than retirement, the Intermediary shall:
(i) cease any and all promotion of the Company’s products;
(ii) repay all sums then and subsequently outstanding to the Company;
(iii) be entitled to any unpaid initial commission and forfeit entitlement to all other commission, including renewal commission, falling due after the date of termination.
(iv) continue to indemnify the Company against any and all liability which may result from a complaint about the intermediary’s conduct in connection with any policy sold through the Source™. In the event of a complaint about the intermediary’s conduct being received and dealt with by the Company, the Company retains the right to deduct any associated costs (including any financial compensation paid to the complainant) from any commission that the intermediary would otherwise be entitled to.
APPLICABLE LAW AND JURISDICTION ETC.
16.1. These Terms of Business shall be governed by and construed in accordance with the laws of England and Wales.
16.2. Any failure or delay by the Company or the Intermediary to exercise or enforce any rights under these Terms and/ or in law shall not be deemed to operate as a waiver of any such rights nor prejudice their enforcement in any way.
16.3. Neither the rights nor the obligations of the Intermediary may be assigned, transferred, sub-contracted or otherwise disposed, in whole or in part, without the prior written consent of the Company.
16.4. This statement supersedes all other communications, representations or warranties relating to the subject matter hereof which may have been made prior to the date hereof.
16.5. The parties do not intend that any term of this statement should be enforceable as a result of the Contracts (Right of Third Parties) Act 1999 by any person who is not a party to this Agreement, except where specifically stated to the contrary.
RESPONSIBILITY AND LIMITATION OF LIABILITY
17.1 Subject to cause 16.3, neither party shall be liable to the other under these Terms for any loss of revenue, profits, anticipated savings, goodwill or indirect or consequential loss or damage.
17.2 Source Insurance shall be responsible for the Source™ and any shall be responsible to the Intermediary for any loss, liability or expense the Intermediary may suffer or incur in relation to the operation of the Source™ as contemplated in these Terms except in relation to any representations or warranties the Intermediary makes in relation to the Source™.
17.3 Clause 16.1 shall not apply to loss or damage arising out of or in connection with death or personal injury or fraudulent misrepresentation.
17.4 Both parties agree that these exclusions and limitations of liability in these Terms are reasonable.