Terms of Business
Our latest terms of business agreement.
TOBA 2012/09 updated 12 September 2012.
This Terms of Business Agreement is one of several documents which govern your relationship with us. This is a framework document which covers the general principles of the way we wish to do business with you. By submitting any business to us you are agreeing to the terms in this document.
This Terms of Business Agreement replaces any previous terms of business agreement you’ve had with us. Please keep this in a safe place for future reference.
If we make any changes to these in the future, we’ll let you know as soon as possible to give you time to see how this affects you.
Click the section headings to expand.
This section gives general details about this Agreement and who We will accept Business from.
1.1 Our intention and overriding aim is to write business with and provide support to quality advisers. However, as part of Our risk controls process We reserve the right, at Our absolute discretion, not to accept Business from You.
1.2 We won’t accept Business from You if You don’t have the correct permissions or if You stop being authorised for the purposes of the FSMA, or the FSA Handbook, or subsequent regulatory rules and regulations.
1.3 By accepting the terms of this Agreement You agree to embed and maintain the Treating Customers Fairly outcomes within Your business, and are able to evidence this in Your business culture and practices.
1.4 We won’t be responsible for any advice You give to a Client in relation to any Product You sell them under this Agreement.
This section gives some of the terms and their meanings whenever shown in bold in this Agreement.
‘You’ or ‘Your’
The authorised firm identified in the registration form.
‘We’, ‘Us’ or ‘Our’
Liverpool Victoria Friendly Society Limited is a friendly society registered under the Friendly Societies Act 1992, number 61 COLL, authorised and regulated by the FSA, register number 110035. LV= Equity Release Limited, registered in England and Wales, number 1951289, is authorised and regulated by the FSA, register number 306287. NM Pensions Trustees Limited registered in England and Wales, number 4299742, is authorised and regulated by the FSA, register number 463402. Liverpool Victoria Portfolio Managers Limited, registered in England and Wales, number 3579650, is authorised and regulated by the FSA, register number 188521. Liverpool Victoria Life Services Limited, registered in England and Wales, number 4330120, is authorised and regulated by the FSA, register number 423622. LV Protection Limited, registered in England and Wales, number 1799209, is authorised and regulated by the FSA, register number 579441. LV= and Liverpool Victoria are trading styles of the Liverpool Victoria group of companies.
The arrangements of one of Our Products, for a Client, where You have provided advice in relation to that Product.
A monetary fee that has been agreed between You and a Client in relation to the services and advice You are providing them.
Any company, partnership or person who acts as Your agent or appointed representative.
This Terms of Business Agreement.
Any company, partnership or person who offers financial advice and is an authorised firm who have registered with Us and are also subject to this Agreement.
‘Applicable Rules and Regulations’
Any rules, regulations, guidance, codes or principles, whether or not having the force of law issued by the FSA or any other competent regulatory authority and any legislation or other law (including without limitation the FSMA) which governs the conduct by You of any transaction or business contemplated by this Agreement.
Any party that has material dealings, control or influence over the operation, management or business of the firm or individual.
The arrangement of one of Our products for a Client on either an ‘Advised basis’ or ‘Non-advised’ basis.
The part of Your Client Agreement that outlines the treatment of any agreed Remuneration, in the event of the cancellation of a Product or Service.
The agreement that You have between You and a Client that outlines the services You will provide and the Remuneration You will receive.
Anyone that You or one of Your Agents act for in relation to one of Our Products, Policies or Services.
‘Commission’, `Indemnity Commission’, ‘Initial Commission’, or ‘Commission Via An Establishment Charge’
The amount payable by Us to You for the Business in the form of commission, as agreed from time to time when Business is initially written.
Your employees, Agents, spouse, partner or other relative of any such person.
As defined in the Data Protection Act 1998.
The amount payable by Us to You in the form of a fee that We have been asked to pay on behalf of one or more Clients in accordance with the Agreement You have with them. This may include fees that are payable on the initial set up of the Business or regular fees payable throughout the term of the Product, Policies or Services. All fee payments will be a direct deduction from a Client’s fund or investment and are not payments made to You by Us.
The Financial Services and Markets Act 2000 as amended or replaced from time to time
The Financial Services Authority in the UK, and any successor from time to time, or any other regulatory body which regulates Us or You.
The FSA Handbook of rules and guidance as amended or replaced by the FSA or successor from time to time. Unless the context otherwise requires words and phrases, the definitions in the FSA Handbook have the same meaning in this Agreement
In relation to a company this means:
in each case from time to time.
Holding company and subsidiary company are defined in section 1159 of the Companies Act 2006, as amended or replaced from time to time.
Any guidance provided by HM Revenue & Customs in relation to pension legislation, as amended or replaced from time to time.
Any third party investment provider allowed under the Product terms.
'Investment Trail Commission'
Any Commission received by You, from an Investment Company in relation to investments held under one of Our Products.
‘Intellectual Property Rights’
Patents, copyrights, trademarks, service marks, design rights, know-how, rights in computer software, websites, databases, rights in confidential information, trade and business names, domain names, logo’s and other rights of a similar nature, whether or not registered or unregistered and the goodwill attached to any of them and any rights or forms of protection of a similar nature which may subsist anywhere in the world.
The arrangement of one of Our Products for a Client where You have NOT provided advice in relation to that Product.
Any Commission, Initial Commission, Indemnity Commission, Commission Via Establishment Charge, Renewal Commission or fund based Remuneration paid in relation to business written on a Non-advised basis.
Any ongoing service that You agree to undertake for a Client in relation to the Product, or any investment held under the Product.
Any Remuneration paid to You in relation to Products that are written in accordance with the rules introduced as part of the FSA’s Retail Distribution Review that comes into force on 31 December 2012.
Any Remuneration paid to You in relation to Products that are written on terms that applied before the FSA’s Retail Distribution Review that comes into force on 31 December 2012. This includes Remuneration such as Commission which can be paid to You on or after 31 December 2012 which isn’t affected by rules introduced as part of the FSA’s Retail Distribution Review.
‘Personal Data’ or ‘Sensitive Data’
As defined in the Data Protection Act 1998.
‘Product’, ‘Policy’ or ‘Service’
Any product, policy or service offered by Us from time to time.
The amount of Commission payable by You to Us for one of the reasons explained in section 3.30.
The amount payable by Us to You for the ongoing renewal of Business as agreed from time to time.
Payments made by Us to You that could be any one or a mixture of Commission, Initial Commission, Indemnity Commission, Commission Via An Establishment Charge, Renewal Commission, Fee or Adviser Charge.
3-3.29 How We will pay You Pre-RDR Remuneration for providing business to Us
This section tells You how We will pay You any Pre-RDR Remuneration, when We will pay You, and when You will need to pay Us back any money.
3.1 Subject to the terms of this Agreement, and in accordance with the FSA Handbook, We will pay You the agreed Remuneration.
3.2 For protection, annuity, pensions, investments and lifetime mortgage business We will credit You or pay You Commission on all Business that You submit and We accept. This is set out in an accompanying commission schedule and as We agree from time to time. We will also credit or pay You Commission for Business submitted by Another Adviser if this is what they ask Us to do, as long as We are satisfied that no-one else has any valid claim to this Commission.
3.3 You can decide the form and amount of Remuneration We will pay You for pension Business (including the Protected Retirement Plan) We accept from You, as long as You tell Us in writing no later than when We receive a Policy application form. However, the form and the amount of such Remuneration must be within the parameters for that type of Product as We determine from time to time.
3.4 Unless You advise Us otherwise, We will process Remuneration on the basis that it is VAT exempt. It is Your responsibility to determine the VAT treatment of any Remuneration You receive and You must inform Us if VAT is to be included on the Remuneration amount.
3.5 If You ask Us, and We agree, We will pay You Indemnity Commission on terms agreed between You and Us.
3.6 If You ask Us, and We agree, We will pay You Commission Via An Establishment Charge on terms agreed between You and Us.
3.7 If You ask Us, and We agree, We will pay You Initial Commission by reducing the allocation rate applied to the Policy on terms agreed between You and Us.
3.8 If We pay You Initial Commission on different terms to those outlined in 3.5 to 3.7 above, You may not receive the full amount at the start of the Business. In this case, for Products that end when the person insured dies We will pay You the balance of Initial Commission (discounted at a rate of interest We determine from time to time) as a lump sum.
3.9 If the terms of the Product allow, We can agree to pay a Fee to You on behalf of a Client. This could include paying You a Fee for setting up the Product as well as a regular Fee for any on-going work You do for that Product.
3.10 With effect from 31 December 2012, any Fee that We pay in accordance with section 3.9 will be referred to as an Adviser Charge and paid in accordance with section 4.
3.11 We will stop paying You any Fee if a Client asks Us, or if You tell Us that You are no longer acting on their behalf. We won’t be obliged to make any further payments, due or otherwise, if We do not have an expressed wish from a Client to do so.
3.12 If You change any Fee amounts a Client will need to confirm this in writing before We will make any payments to You from their Product relating to this change. From 31 December 2012 You will need to comply with the requirements outlined in section 4.
3.13 We will only pay You any agreed Fee for work done by You for a Client relating to their Product.
3.14 You agree to promptly repay Us any overpayment of a Fee or a FeeWe pay You in error.
3.15 We reserve the right to stop paying You Remuneration if You stop being authorised, or stop trading, or where You or a Client tells Us that You are no longer acting on their behalf.
3.16 You will notify Us if the FSA suspends or threatens to suspend (or takes any similar action) Your status as authorised. In the event that the FSA suspends or threatens to suspend (or takes any similar action) Your status as authorised, We reserve the right to stop paying You Remuneration until such actual or threatened suspension (or similar action) stops.
3.17 The Remuneration statement We give You (which may be sent to You in writing, on a disk, tape, direct on-line communication to computer terminal or any other method of communication agreed by You and Us) will be the conclusive record of Your Remuneration. It’s Your responsibility to access and review Your Remuneration statement regularly and reconcile this to ensure that it is accurate and is consistent with Your own Remuneration records.
3.18 We will pay You Remuneration as agreed with You, but We may defer paying any Remuneration until a total of at least £50 is due to be paid, or such other amount as We determine from time to time.
3.19 You are responsible for the proper discharge of all obligations placed on You by the FSA, the FSMA, the FSA Handbook or any voluntary code of conduct in relation to a Client. In particular, but without limitation, You must tell a Client that Remuneration will be payable to You and give them written details of the Remuneration payable in cash terms before asking them to sign the Product application form. You must also give a Client any relevant disclosure documents as required by the FSA Handbook in respect of Your status and the cost of the provision of the services You provide.
3.20 Only Initial Commission is eligible for payment on indemnity terms.
3.21 Initial Commission may be paid to You, at Our absolute discretion (and without providing reasons for a refusal to do so), in advance of Your entitlement to it. It will be calculated and subject to discount in accordance with Our current practice at the time of payment and the FSA Handbook as amended or replaced from time to time.
3.22 Where indemnity terms apply, all premiums must be sent to Us without deduction of Commission. We won’t pay any Commission until We have received and accepted the first premium.
3.23 We won’t pay any Indemnity Commission on any Products taken out by You or any Connected Person (see also 5.21 below).
3.24 If either You or any Agent stops being an authorised person, or You tell Us that You are no longer acting on behalf of a Client, You should arrange for Another Adviser to give advice to that Client. In such circumstances, as long as You tell Us in writing, We may at Our discretion transfer the payment of renewal Commission to Another Adviser provided they’ve accepted in writing any contingent liability to repay Us any unearned Indemnity Commission already paid to You and as long as We are able to do so in accordance with the FSA Handbook. Any regular fees paid under an existing Product will not continue to be paid to Another Adviser without written agreement from Your Client confirming that We are to pay those fees on their behalf unless 3.29 applies.
3.25 If You take over the business of Another Adviser, We may at Our discretion transfer the payment of renewal Commission to You providing You have accepted in writing any contingent liability to repay Us any unearned Indemnity Commission already paid to Another Adviser and as long as We are able to do so in accordance with the FSA Handbook. Any regular fees paid under an existing Product will not continue to be paid to You without written agreement from Your Client confirming that We are to pay those fees on their behalf unless 3.29 applies.
3.26 You are responsible for ensuring that You are entitled to receive, under the rules of the FSA Handbook and in accordance with Your Client Agreement, any ongoing Remuneration that You receive.
3.27 You undertake to inform Us as soon as possible if You are no longer entitled to receive the Remuneration as outlined in 3.26 and will return any overpayments to Us or if We agree, to Your Client.
3.28 If We receive written confirmation that a transfer of business has taken place in accordance with 3.24 or 3.25 We will take reasonable steps to inform any Investment Company of this change. We will not arrange for any Investment Trail Commission to continue to be paid. You must arrange this directly with the Investment Company, subject to 3.26 and 3.27.
3.29 In circumstances where You have taken over a block of business from Another Adviser, We may consider the transfer and continuation of ongoing Remuneration if You can provide Us with the information regarding the terms of the transfer. Such agreement for continuation of Remuneration may be for a limited period while You renegotiate Your Client Agreements
3.30-3.38 Repayable commission
3.30 You agree to repay the whole or proportionate part of Your Indemnity Commission received in respect of a Policy if:
- the premiums We receive to which the Indemnity Commission relates are less than the anticipated premiums on which the Indemnity Commission is based, or
- a Policy is stopped (whether before or after this Agreement terminates) because no premium has been paid, or
- We refund the premiums to a Client as a result of a complaint by them about Your conduct or for any other reason.
You will have to repay this Commission promptly once We have given You written notice (at Your last known business address) of any of the above events. The repayment, which will be discounted at the same rate of discount as was applied to determine the amount of Indemnity Commission actually paid, will be calculated by reference to the anticipated premium payment term and the number of unpaid premiums in that period or the amount of premiums refunded as the case may be. We will send You a statement to show the amount You will need to repay.
3.31 You will need to:
- pay compound interest (unless We decide to waive this) on the outstanding Repayable Commission from the date of the notice referred to in section 3.35 of this Agreement until You have started repaying it at a rate agreed by Us (as at the date of repayment), and
- pay Us for any legal or other costs We incur in the recovery of any Repayable Commission.
3.32 We may deduct any Repayable Commission from any Commission account We (or any predecessor in title to any of the companies within the Liverpool Victoria Group of companies) maintain for You in Your name. If this still results in a debit balance, You will need to pay Us the full outstanding balance plus interest and costs as described in section 3.31 of this Agreement.
3.33 If You are a subsidiary of another company and refuse to pay Us Repayable Commission We will endeavour to claim this money from that company. You agree to procure that such company is under an obligation to repay Us Repayable Commission in these circumstances.
3.34 For the avoidance of doubt, where Repayable Commission is due to Us We will be entitled to suspend Commission payments which would otherwise have been paid to You. We will also be entitled to offset any Commission payable to You in respect of all or any Business against any Repayable Commission You owe Us.
3.35 We may vary or withdraw any rights You have got to receive Initial Commission on Indemnity Terms immediately once We have given You written notice (at Your last known Business address). You must then pay Us any Repayable Commission outstanding as at the date of such variation or withdrawal, together with interest and costs, as described in section 3.31 of this Agreement.
3.36 We reserve the right to require You to provide security, by way of bank or director’s personal guarantee or otherwise, in a form acceptable to Us to ensure repayment of any Indemnity Commission. If You refuse to provide such security We may decide to end this Agreement.
3.37 If We pay You Commission Via An Establishment Charge, this won’t be Indemnity Commission. We will deduct charges directly from the Product for this Commission in accordance with the terms agreed. If the Product is cancelled or considered void, You agree to repay Us any Commission amounts You have already received.
3.38 If We pay You Commission by reducing the allocation rate applied to a Client’s Policy, this won’t be Indemnity Commission. If the Product is cancelled or considered void, You agree to repay Us any Commission amounts You have already received.
4-4.26 How We will pay You Post-RDR Remuneration for providing business to Us
This section tells You how We will pay You Post-RDR Remuneration, when We will pay You, and when You will be required to pay back any money to Us. This section only relates to Post-RDR Remuneration.
4.1 Subject to the terms of this Agreement, and in accordance with the FSA Handbook, We will pay You the agreed Remuneration.
4.2 Unless You advise Us otherwise, We will process any Adviser Charge You and a Client ask Us to facilitate on the basis that it is VAT exempt. It is Your responsibility to determine the VAT treatment of any Remuneration You receive and You must inform Us if VAT is to be included on the Remuneration amount.
4.3 For protection and lifetime mortgage business We will credit You or pay You Commission on all Business You submit that We accept in accordance with section 3. The terms that will apply are set out in an accompanying commission schedule and as We agree from time to time. We will also credit or pay You Commission for Business submitted by Another Adviser if this is what they ask Us to do, as long as We are satisfied that no-one else has any valid claim to this Commission.
4.4 For annuity, pensions and investments business We will credit You or pay You a Non-advised Remuneration on all Business You submit that We accept, on a Non-advised basis, in accordance with the terms outlined in section 3 and as set out in an accompanying schedule or as We agree from time to time.
4.5 For annuity, pensions and investments business We will facilitate an Adviser Charge on behalf of Your Client on all Business You submit that We accept on an Advised Basis in accordance with this section. The terms that apply in relation to the Adviser Charge must be set out in the Client Agreement that You have with a Client and copies of this agreement must be supplied to Us on request.
4.6 We reserve the right to refuse to facilitate any Adviser Charge for any reason and at any time. Reasons for refusing to facilitate payments include (but are not limited to) not having sight of a valid Client Agreement, being unable to facilitate payments on certain Product types, having concerns that such a payment is of an unreasonably high level or a concern that such a payment is not in line with the requirements of the FSA, HMRC or DWP (Department for Work and Pensions).
4.7 You are responsible for ensuring that You comply with the requirements of the FSA, HMRC or DWP in relation to any Adviser Charge that We facilitate and You must fulfil all Your obligations in relation to these charges.
4.8 You agree to ensure that any Adviser Charge made from a pension or annuity are strictly relating to advice given to a Client for that pension or annuity fund.
4.9 You agree that if any ongoing Adviser Charge is to be paid from any of Our Products, You will ensure that it relates to an Ongoing Service and You must advise Us immediately if this ceases to be the case.
4.10 Your Client Agreement must outline the situation that will apply in the event that a Client cancels the contract with Us. This Cancellation Agreement must include details of what will happen to any Adviser Charge We have already facilitated on a Client’s behalf.
4.11 We will not take any steps to recover an Adviser charge already paid at the point of cancellation, but You must return any money to Us or the Client, if You are not entitled to retain it under the terms of Your Cancellation Agreement.
4.12 Any issues arising from an Adviser Charge paid under a contract covered by this agreement will need to be addressed directly with the Client.
4.13 A Client will be responsible for any tax penalty that may apply in relation to a payment from a pension or annuity fund if the Adviser Charge is not made in accordance with HMRC Rules.
4.14 You agree that We do not need to make any alteration to an Adviser Charge until We have written confirmation from a Client and a copy of Your Client Agreement outlining the change.
4.15 Adviser Charge payments will cease immediately if We are asked to by a Client or if You inform Us that You are no longer acting on their behalf. We will not be obliged to make any further payments, due or otherwise, if We do not have an expressed wish from a Client to do so.
4.16 You agree to promptly repay Us any overpayment of Adviser Charge that has been made in error or that You are not entitled to. It is Your responsibility to identify any Adviser Charge that You are not entitled to and refund it to Us or directly to a Client if We allow You to do so.
4.17 We reserve the right to stop paying You an Adviser Charge if You stop being authorised, or stop trading, or where You or a Client tells Us that You are no longer acting on their behalf.
4.18 In the event that the FSA suspends or threatens to suspend (or takes any similar action) Your status as authorised, We reserve the right to stop paying You an Adviser Charge until such actual or threatened suspension (or similar action) stops.
4.19 The Remuneration statement We give You (which may be sent to You in writing, on a disk, tape, direct on-line communication to computer terminal or any other method of communication agreed by You and Us) will be the conclusive record of your Remuneration. It’s Your responsibility to access and review Your Remuneration statement regularly and reconcile this to ensure that it is accurate and is consistent with Your own Remuneration records.
4.20 If either You or any Agent stops being an authorised person, or You tell Us that You are no longer acting on behalf of a Client, You must arrange for Another adviser to give advice to that Client. In such circumstances We will be unable to continue to pay an Adviser Charge unless We have had written confirmation and a copy of the Client Agreement from Your Client unless 4.25 applies.
4.21 If You take over the business of Another Adviser, We will be unable to pay You any Adviser Charge until We have had written confirmation from Your Client and seen a copy of the Client Agreement unless 4.25 applies.
4.22 You are responsible for ensuring that You are entitled to receive, under the rules of the FSA Handbook and in accordance with Your Client Agreement, any ongoing Remuneration, Renewal Commission or Investment trail Commission that You receive.
4.23 You undertake to inform Us as soon as possible if You are no longer entitled to receive the Remuneration as outlined in 4.22 and will promptly return any overpayments to Us or if We agree, to Your Client.
4.24 If We receive written confirmation that a transfer of business has taken place in accordance with 4.20 or 4.21, We will take reasonable steps to inform any Investment Company of this change. We will not arrange for any Investment Trail Commission to continue to be paid or otherwise. You must arrange this directly with the Investment Company, subject to 4.22 and 4.23.
4.25 In circumstances where You have taken over a block of business from Another Adviser, We may consider the transfer and continuation of ongoing Remuneration if You can provide Us with the information regarding the terms of the transfer. Such agreement for continuation of Remuneration may be for a limited period while You renegotiate your Client Agreements.
4.26 You are responsible for the proper discharge of all obligations placed on you by the FSA, the FSMA, the FSA Handbook or any voluntary code of conduct in relation to Your Clients.
5-5.35 What You agree to do and not do
This section tells You what You agree to do during the relationship We have with You, as well as what You agree not to do.
5.1 You must act lawfully, in good faith, with integrity and in a professional and diligent manner and agree to provide ongoing services to a Client in relation to the Business placed with Us.
5.2 You shall comply with the Applicable Rules and Regulations in the conduct of Your Business in connection with this Agreement.
5.3 You will notify Us of any investigation by the FSA into any matter involving You or any of Your employees, directors, agents or of any action or pending action of disciplinary nature by the FSA involving You, Your employees, directors or agents. Failure to notify Us of such circumstances shall be a material breach of this Agreement and We shall be entitled to treat it as such.
5.4 You shall indemnify Us both before and after termination of this Agreement against any loss, costs, damages or expenses (including legal fees) incurred or suffered by Us arising as a result of any failure by You to comply with Your obligations under clauses 5.2 and 5.3 .
5.5 For the purpose of this Agreement You are the Agent of a Client in relation to all aspects of the Business, but also have personal responsibilities to Us as set out in this Agreement.
5.6 You must tell Us immediately of any changes to Your legal status (for example a change of legal entity or change of control) or any significant business events which could have an impact on Us (for example if You lose any data relating to any of Your Clients that have one of Our Products).
5.7 You must at all times have appropriate permissions, authorisations and consents to carry out Business and any Agent must have been appointed under a contract with You in compliance with the FSMA. For the avoidance of doubt You will be fully responsible and liable for the acts and omissions of Your Agents. You agree to tell Us immediately:
- If You receive notice that a relevant regulatory authority suspends, cancels or withdraws Your authorisation or alters Your permissions or gives notice that it intends to suspend, cancel or withdraw Your authorisation or alter Your permissions, or
- Any contract with an Agent stops for any reason.
5.8 Subject to receiving express consent from a Client and upon a Client’s nomination We may make administrative arrangements under a Client’s Plan with third parties.
5.9 If We receive consent from a Client, and the terms of their Product allow it, We may allow You to give Us investment/dealing instructions on their behalf.
5.10 If We receive consent from a Client, and the terms of their Product allow it, We may allow You to provide investment/dealing instructions directly to third parties.
5.11 If We agree to either or both of the actions in sections 5.9 and 5.10 You must ensure at all times that any instructions You give are in strict accordance with the terms and conditions of the Product and that You have fulfilled all Your obligations in order to comply with the FSMA, the FSA Handbook and HMRC Rules. You agree to keep Us indemnified for any loss, costs, claims, actions, damages or expenses which We may suffer as a result of You failing to seek consent from a Client or in relation to any loss We suffer as a result of Your acts or omissions with regard to any investment/dealing instructions You give on behalf of a Client including but not limited to any use of a service provided by a third party even if such use of service or instruction in relation to investments was undertaken in accordance with the express wish of a Client and even if We arrange the investment on behalf of the Client.
5.12 Subject to clause 5.8 and subject to any Product terms in the event a Client chooses to invest in non United Kingdom investments or as a consequence of registering investments overseas You are under an obligation to advise a Client that their protection may be less should a default occur in relation to any custodian in a jurisdiction outside the United Kingdom or in relation to any investments held by such a custodian. Furthermore it is Your responsibility to advise a Client that any investments held overseas may be subject to different settlement, legal and regulatory requirements than those which apply within the United Kingdom.
5.13 If You receive any Commission payments directly from an Investment Company, whether arranged by Us or not, You are responsible for ensuring that these are fully disclosed to a Client. It’s Your responsibility to ensure that any Remuneration received in respect of the Product as a whole are compliant with the FSMA and FSA Handbook.
5.14 We won’t be responsible for adjusting any Remuneration that We pay You to take account of Commission received by You from an Investment Company, and We won’t be obliged to amend the existing Remuneration terms under the Product.
5.15 Unless We otherwise agree in writing, a Client must pay Us all contributions and premiums direct to Us and cannot be paid to You first.
5.16 To ensure that We calculate and pay Your Remuneration correctly, You must quote the appropriate account code (provided by Us) and authorisation number (provided by the FSA or relevant professional body) each time You submit Business to Us.
5.17 You, and any staff employed by You or Your company, must be suitably qualified and experienced and agree to perform Your duties under this Agreement in accordance with all applicable requirements of the FSA Handbook, and with skill and diligence in accordance with industry standards of best practice.
5.18 You agree to maintain in full and observe the terms and conditions of an appropriate professional indemnity policy, adequate to cover Your liability in relation to Your dealings with Us. You agree at any time, at Our reasonable request, to provide evidence to show Us that the insurance is in force and shall immediately tell Us in writing, if any circumstances arise or are likely to arise that would lead to You being in breach of Your obligation.
5.19 You agree to maintain accurate books and records in accordance with industry accepted standard accounting practices. You must keep all records in accordance with the Applicable Rules and Regulations. We reserve the right at Our discretion to carry out audits on Your premises, within Your normal business hours. Should the audit identify any financial errors to Our detriment, You agree to fully reimburse Us in respect of such errors, including but not limited to Our reasonable costs of conducting the audit.
5.20 You agree to allow Us, Our agents and the FSA, or any appropriate regulatory body, access at any time, including after this Agreement has ended, to all information and documents (including copies of documents) retained by You concerning this Agreement and any of Our Policies sold to Your Clients. You also agree to co-operate fully in any investigations.
5.21 Where You or any Connected Person apply for one of Our Products You must tell Us when submitting the Business as We won’t pay You Indemnity Commission on these.
5.22 You must immediately give a Client, without amendment, any document We give You for the benefit of, or completion by, a Client relating to a Policy they have or are applying for. You must also immediately give Us any document given to You by a Client relating to a Policy they have or are applying for.
5.23 We have the rights at all times to inspect and take copies of all books, documents, records, computer software and hardware belonging to Us that You have in order to monitor Your compliance with this Agreement, and may ask You to send any of these to Us. You shall make all reasonable efforts to supply such information within a reasonable period of time.
5.24 You must comply with all applicable provisions of the FSA Handbook and the Distance Marketing Instrument 2004 in respect of the Business and any cancellation or cooling off notices (except when We are responsible), and You must give a Client any applicable Product terms and conditions in a durable medium.
5.25 If We agree in writing that You can pass Client monies to Us, You must hold such monies in accordance with the Client money requirements set out in the FSA Handbook and hold such monies on trust for a Client and pay them to Us in accordance with a Client’s authority.
5.26 If You don’t pay a Client monies referred to in section 5.25 of this Agreement You agree to indemnify Us in respect of any costs, claims, actions, damages or expenses which We may suffer or incur as a result.
5.27 You must make it clear to a Client that monies You hold on their behalf aren’t deemed to have been paid to Us. If You don’t then pay Us those monies, a Client will have to make alternative arrangements to pay Us.
5.28 You are responsible as Agent for a Client for obtaining and recording their consent in accordance with the Data Protection Act 1998 to use and transfer their Personal Data by electronic, digital or other means of communication.
5.29 Your personnel (including employees, Agents or subcontractors) and any other members of Your Group of companies are only allowed to refer to Us and any of Our Business in any communication (including electronic and web based forms), publication (including leaflets and brochures), journal, newspaper or other promotional material or documents if You ask Us and We explicitly allow You to do so in writing. We reserve the right to stop allowing You to do this at any time.
5.30 If You ask Us to make any such references set out in section 5.29 of this Agreement You must do this in writing to Us and must give Us a copy of the communication, announcement, photograph or other matter and where available, details of the time and the medium for the use or publication of the communication or announcement together with any such other information or documentation We ask for. If We approve this it will only apply to the specific request to which the approval is granted.
5.31 You agree to keep Us indemnified for any costs, claims, actions, damages or expenses which We may suffer or incur as a result of any act or omission by You (including, but not limited to, You failing to comply with this Agreement).
5.32 You agree not to change, add to or cancel, either verbally or otherwise, any of the terms and conditions of any Policy a Client has.
5.33 You must not incur any expenditure or liability on Our behalf.
5.34 You will at all times have suitable disaster recovery processes and procedures in place to maintain business continuity and servicing.
5.35 For the duration of this Agreement, or at any time after the Agreement ends, You agree not use, divulge or communicate to any person (except as may be required by law or by any legal or regulatory authority) any information You have about Us as a result of Your participation in this Agreement. You also agree to use all reasonable endeavours to prevent the publication or disclosure of any such information by any third party (including any other member of Your Group of companies).
5.36 You shall have in place a procedure for handling Client complaints and ensure that such procedure is compliant with the FSA Handbook and FSA guidelines in respect of complaints handling together with any Applicable Rules and Regulations.
5.37 In the event of You receiving a complaint from a Client about any service provided by Us, including in relation to any Our Products, You shall ensure we are informed of the complaint as soon as is reasonable. You will not make any statement or give any response on Our behalf without Our prior written approval. If You are acting as the agent of the Client in respect of the complaint You will notify them of that fact accordingly. You will cooperate with Us at no cost to Us in the investigation and settlement of the complaint and if deemed necessary by Us we will directly deal with the Client or proposer in respect of the complaint.
5.38 Copies of the relevant documentation in relation to the complaint will be preserved by You in accordance with section 5.36. Where original documentation is not retained, documentation will be preserved electronically in such a way that it can be reproduced and authenticated for the purposes of legal or other proceedings.
5.39 We reserve the right to recover costs incurred in handling and/or resulting in a complaint caused from any action or inaction on Your part of the part of Your Agent.
5.40-5.52 Data Protection, Information Security and Confidentiality
5.40 In relation to data processed under this agreement, You must at all times comply with the provisions and obligations of the Data Protection Act 1998 as amended or replaced from time to time any regulations made under that Act. This includes taking appropriate technical and organisational measures against unauthorised processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data (in accordance with the seventh data protection principle). You must not transfer any such Personal Data or any copy of such data outside of the UK without Our prior written consent.
5.41 You will ensure that those of its employees who are used to obtain, use or process Personal Data under this Agreement have been trained in the law of data protection and in the care and handling of Personal Data and that none of Your other employees are allowed access to the Personal Data.
5.42 You will inform Us within 2 working days of receiving a request from a Data Subject for access to that person’s Personal Data and You will provide Us with full cooperation and assistance in relation to any access request made by a Data Subject or by the Information Commissioner.
5.43 You will inform Us immediately if an enforcement notice under the Data Protection Act is served on You. Without prejudice to any other rights or remedies We may have, We reserve the right to terminate this Agreement without liability to You should an enforcement notice be served on You.
5.44 You are responsible as Agent for a Client for obtaining and recording a Client’s consent in accordance with the Data Protection Act 1998 to use and transfer their Personal Data by electronic, digital or other means of communication.
5.45 You must keep secure any security information (for example, identifiers, passwords, digital certificates) which You use to access information provided by Us on Our computer systems or on a third party’s computer system (for example portal service providers, back office software providers). You must inform Us immediately if one of Your employees, Agents or subcontractors stops being entitled to access any of Our secure on-line services, including Our extranet and Our platforms (for example if an individual is no longer employed by You or an Agent’s contract ends).
5.46 You agree to tell Us immediately in the event of any loss or suspected or anticipated loss of Personal Data on Your part and/or Your employees or Agents or any actual or anticipated risk in relation to any of these. You also agree to take all reasonable steps to resolve and mitigate any such loss, or suspected or anticipated loss, and shall consult with Us in respect of such resolution or mitigation.
5.47 You will, at all times during and after the term of this Agreement, indemnify and keep indemnified Us against all liabilities, losses, demands, costs, claims, expenses (including legal expenses) and interest suffered by Us, including payment of compensation to a third party and Our expenses in settling such third party claim, as a result of a failure by You to comply with Your obligations in accordance with any part of this Agreement relating to Personal Data.
5.48 The parties will treat as confidential and will not at any time make use of or disclose to any person any information which it receives from the other with regards its policies, business dealings or affairs.
5.49 Nothing in this clause will prevent the either party from disclosing such information:
- to its professional advisors or;
- as required by law, regulatory requirement or any legal or regulatory authority;
- where the information is already in the public domain or where the information is not subject to any confidentiality provisions;
- where disclosure permission is granted by any other clause in this Agreement.
5.50 You acknowledge that the pricing of Products is confidential information and Our valuable Intellectual Property Right. You undertake that You will not copy, alter, modify, adapt, translate, decompile or reverse engineer the whole or any part of the pricing process.
5.51 In relation to the above You will treat and keep all confidential information as secret and confidential and will not, except with the disclosing parties prior written consent, directly or indirectly communicate or disclose confidential information to any other person other than in accordance with the terms of this Agreement.
5.52 The provisions of clauses 5.40 – 5.51 will survive the termination or expiry of this Agreement for whatever reason and shall continue in full force and effect.
5.53-5.56 Intellectual Property Rights
5.53 You must respect Our Intellectual Property Rights. You must not:
- use any of Our Intellectual Property Rights in such a way that it adversely affects Our brands or reputation, or suggests that there is a partnership or joint venture between You and Us
- copy, store or reproduce any of the materials We make available to You (including Our copyright and trade mark materials) without Our prior written consent, except as permitted in section 5.30 of this Agreement, or
- register any internet domain name or apply to register any trade mark which includes, or is confusingly similar to, any of Our internet domain names, company names, trading names, brands or trade marks.
5.54 You are allowed to link from Your website to the home pages of Our websites and to Our PDF materials. In addition, You are licensed to use Our logos and PDF materials to recommend Us to a Client and any potential Client, subject to all of the following conditions:
- You must always obtain Our written consent in advance
- You must always use the most up to date versions of Our names, logos and PDF materials only
- You must only use Our names logos and PDF materials in the format in which We make them available to You or as they are displayed on Our media pages at www.lv.com
- Your licence is limited and non-exclusive and may not be assigned or sub-licensed, and
- Your licence can be revoked at any time.
- You will not cause or permit anything which may damage or endanger Our Intellectual Property Rights and
- You shall not acquire any rights or goodwill in respect of Our Intellectual Property Rights.
5.55 In the event that You or any of Your employees, Agents or subcontractors provide Us with any Intellectual Property Rights to use in connection with Your relationship with Us, You:
- must ensure that You have the right to allow Us to use such Intellectual Property Rights, and
- warrant that We are granted a non-exclusive licence to use such Intellectual Property Rights pursuant in connection with Our relationship with You.
5.56 This Intellectual Property clause shall survive the expiry or termination of this Agreement and shall continue in full force and effect.
5.57-5.64 Financial Crime obligations
5.57 In connection with all transactions with Us, You must obtain and record evidence of the identity of all third parties You introduce to Us in accordance with the provisions of all Directives, Acts, Regulations, rules and guidance notes issued in relation to money laundering, any requirements of, or guidance issued by, the FSA and any requirements We tell You about from time to time. You shall at all times comply with the Proceeds of Crime Act 2002 and the UK Money Laundering Regulations 2007 and shall maintain records of all transactions connected with this Agreement.
5.58 Where appropriate, You must complete and give Us a confirmation of verification of identity certificate in an agreed format, or any alternative certificate We ask for from time to time, along with any Policy application form in accordance with section 5.40 of this Agreement. We won’t be held responsible for any errors or omissions by You in the provision of this information.
5.59 You shall at all times to comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”).
5.60 In relation to section 5.59 of this Agreement, You shall 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 United Kingdom.
5.61 You shall have and shall maintain in place throughout the term of this Agreement Your own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements (see 5.59) and will enforce them where appropriate.
5.62 You shall promptly report to Us any request or demand for any undue financial or other advantage of any kind received by You in connection with the performance of this Agreement.
5.63 You agree to not bind Us to accept Business with any organisation or individual who appears on the HM Sanctions list. You agree to be responsible for checking HM Treasury’s consolidated list of financial sanction targets before submitting any Business to Us and shall indemnify Us in respect of any loss, damage, fine or other penalty arising out of Your failure to do this.
5.64 You agree to immediately tell Us of any security breaches, fraud or other breaches of legislation or regulations, whether actual or suspected, and agree to help Us in the investigation of any of these events. You shall indemnify Us against any loss or damage arising out of Your failure to comply with this clause.
6-6.6 What We agree to do and not do
This section tells You what We agree to do during the relationship We have with You, as well as what We agree not to do.
6.1 We agree to arrange any medical examinations, valuations and inspections in relation to any Policy a Client has or applies for.
6.2 We will only communicate with You if You are authorised by a Client to act on their behalf.
6.3 For any Business where You correspond with Us on behalf of a Client, We agree to only communicate with You. However, if We have to send any documents direct to a Client We will let You know, unless the documents are merely routine correspondence (including Liverpool Victoria Friendly Society Limited membership and Annual General Meeting related information) relating to a Client’s Policy.
6.4 We will only send a Client any marketing material if You agree to Us doing this. We will pay You any Commission on any resulting Business on such scale as We tell You for each particular case subject to this Agreement. Please contact Us if You would like to know more about how We can help You sell additional Products to a Client.
6.5 We reserve the right to carry out additional financial credit checks on You or Another Adviser that We consider paying Indemnity Commission to.
6.6 We are required to monitor and record the Business You submit to Us. If You submit Business to Us outside Your scope of permissions granted by the FSA, We are duty bound under the FSA rules to report such instances to the FSA. We may also hold You liable for any costs incurred by Us if We have to cancel or re-write the Business.
6.7-6.8 Right of set off
6.7 Any company within the Liverpool Victoria Group of companies can apply any amount (whether or not then due) which is at any time held by Us or by any other company within the Liverpool Victoria Group of companies for Your account (or which falls due from it or from any other company within the Liverpool Victoria Group of companies to You on any account whatsoever) in or towards satisfaction of all or any of the monies, obligations and liabilities (whether actual or contingent) which may now or at any time in the future be due, owing or incurred by You to that company or to any of Our other companies within the Liverpool Victoria Group of companies.
6.8 For the avoidance of doubt, the rights of set off reserved to Us in section 6.7 above apply in relation to any monies which may be due to You from any predecessor in title to any company within the Liverpool Victoria Group of companies and in relation to any monies which may be owed by You to any predecessor in title to any company within the Liverpool Victoria Group of companies.
7-7.4 How this Terms of Business Agreement can be changed or ended
This section tells You how We may change or end this Terms of Business Agreement We have with You.
7.1 We reserve the right to change, supplement or cancel this Agreement subject to giving You at least one month’s notice, except where changes in the regulatory rules or any legislation are required to take effect earlier than that date. If this happens We will let You know as soon as reasonably practicable. We may tell You by post, fax or electronically either by email or by posting notice of the change on the adviser site www.lv.com/adviser. Any change won’t affect any Business already in force or submitted to Us before the change of the Agreement takes effect, except in such circumstances where regulatory or legislative requirements require otherwise.
7.2 If We change this Agreement and You choose not to accept them, You must let Us know as soon as possible that You wish to end Your relationship with Us.
7.3 If any of the following events happen to You or any of Your Agents, You or someone acting on behalf of You or any of Your Agents (such as a solicitor if You die), must tell Us immediately and We reserve the right to end this Agreement with immediate effect by telling You and stopping further payment of Commission to You:
- You purport to sell, transfer, assign, charge or otherwise prejudice Our ability to recover any Indemnity Commission that may ultimately become repayable without Our written consent, or
- You are a partnership which is dissolved or is varied by the addition of new partners or the retirement of existing partners without Our written consent, or
- You stop (or threaten to stop) trading, or
- You are a company and:
(a) a receiver is being appointed over any of Your assets or property, or
(b) a petition is being issued for the appointment of an administrator, or
(c) a liquidator is being appointed or a petition is being issued to wind it up, or
(d) a director, partner, principal or Associated Person is charged with or convicted of an offence of dishonesty, for example, fraud or theft, or a county court judgment is made against them, or
- You are an individual and:
(a) have become bankrupt or die, or
(b) are entering into an arrangement with creditors, or
(c) You or an Associated Person are being charged with or convicted of an offence of dishonesty, for example, fraud or theft, or a county court judgment is made against them, or
- You stop being authorised or exempt under the FSMA for any reason, or
- You commit a material breach of this Agreement, or
- You commit a material breach of Your obligations under the FSA Handbook, or
- You act in any way which We believe may damage Our reputation or result in any financial loss to Us.
7.4 If We choose to end Our relationship with You, We will endeavour to ensure that Your Client’s interests are protected and that they’re treated fairly.
This section includes things not covered elsewhere, such as communicating with Us by email, processing, sharing and using data, and legal requirements.
8.1 We reserve the right to monitor the use and content of e-mails which We send or receive for the purposes of ensuring compliance with Our e-mail policy, and identifying and taking action against unlawful or improper use of Our systems. This includes, but isn’t limited to, spoofing, the transmission of computer viruses and a denial-of-service attack. We may also monitor and/or record telephone calls.
8.2 E-mail will usually be Our preferred method of sending communications to You. You must provide Us with Your up to date e-mail address so that We can correspond with You effectively. We may also communicate in a number of other ways including post, certain forms of electronic messaging and fax. Please note that We don’t accept communications by SMS message. We are entitled to rely on any communications which You send and which We receive.
8.3 If You choose to send Us e-mails You do so at Your own risk. There is no guarantee that We will receive any e-mail You send Us, or that the content of the e-mail will remain private or unaltered during its transmission to Us. Confirmation of receipt does not confer on any person any rights or legal obligations or constitute acceptance of any offer contained or implied in such email. We won’t accept any liability for any loss or damage You may suffer as a result of this. If this causes You concern, You may prefer to contact Us by telephone or post.
8.4 We virus scan all e-mails but won’t be responsible for any damage caused by a virus or alteration by a third party after an e-mail is sent. We recommend that You employ reasonable virus detection and protection measures when accessing e-mails sent from Us.
8.5-8.10 Processing, sharing and using data
8.5 You agree that We can process, share and use any information or data You give Us, including that relating to any of Your employees, consultants and Agents, for any of the following purposes:
- administration of Business with You
- exchanging information with any of the Liverpool Victoria Group of companies or contracting parties
- conducting market research (either alone or in conjunction with any other party)
- preparing strategic or other marketing plans (either alone or in conjunction with any other party)
- gauging Product sales or Product performance (either alone or in conjunction with any other party)
You also agree that We can disclose any information or data You give Us to any party contracting with Us, or otherwise to any party as is consistent with the above approved uses of such information.
8.6 We won’t disclose Personal Data or Sensitive Data to a third party unless:
- We are required to do so by law, or
- the individual has given his or her consent to such disclosure, or
- We have appointed a third party to provide a service on Our behalf (this may require data to be transferred to countries outside the EEA, which may not have the same data protection standards as the UK. In this situation We will ensure that all appropriate safeguards are put in place to protect the confidentiality of the relevant Personal Data and/or Sensitive Data), or
- We are passing it to fraud prevention agencies, the FSA, and/or any competent government or regulatory authority in order to protect Us and Our customers from potential theft or fraud, or
- as permitted by the Data Protection Act 1998, or
- any of the circumstances detailed in the rest of this section as set out below happen.
8.7 We reserve the right to share any of the information You give Us, or the information We hold about Your account with other financial services organisations, regulatory authorised credit reference agencies and associated groups (for example, the ELIXIR 2000 database maintained by Crif Decision Solutions Limited on behalf of financial services organisations), regulatory bodies (such as the FSA) and any government body as required by legislation (such as HM Revenue & Customs). You are hereby deemed to have given Your consent to this and accept that this is in accordance with Rule 15.8.3R of the FSA Handbook’s supervision provisions.
8.8 We shall maintain regular credit searches and shall be entitled to carry out searches against You, Your company, Your directors, partners, members, the principal, or Your business writers from time to time. You are deemed to have given Your consent to this. You understand and acknowledge that such searches may leave a footprint with the relevant search agencies We use. You further acknowledge and agree that We may share search information relating to Your trade credit performance with other organisations, insurers, trade associations or other bodies in order to assess applications for credit, recovery of debts, agency management, fraud prevention and the tracing of debtors. The information You give will also be used by Us for business analysis and market research, and by other organisations including law enforcement agencies, both here and abroad to help prevent fraud and money laundering. For example, it may be used to recover a debt, or to check Your details when applying for, and during the administration of insurance and finance products, services and employment. If We identity fraud, We’ll pass Your details to agencies which aim to prevent fraud and money laundering. Details of any credit searches can be seen by You if You request a credit report. If You want to know more about these agencies please write to Us at GFC, LV=, County Gates, Bournemouth, BH1 2NF.
8.9 We reserve the right to use any information or data supplied by You to Us for the purposes of exchanging information with other parties We contract with, conducting market research, preparing strategic or other marketing plans, or gauging Product sales or Product performance. We may carry out all these activities alone or in conjunction with another party. We will not identify any of Your Clients if We take part in these activities. You are deemed to have given Your consent to this.
8.10 You must inform all affected individuals, including employees, consultants and Agents, of the provisions of these paragraphs about data protection.
8.11 Even if this Agreement ends or Your authorisation is withdrawn, You agree that the consent given in section 8.5 of this Agreement relating to disclosure or exchange of information shall continue after these events.
8.12-8.19 Legal Information
8.12 Neither You nor We shall have any liability, or be deemed to be in breach of this Agreement, for any delays or failures in performance of this Agreement which result from circumstances beyond reasonable control. This includes, without limitation, labour disputes. Whoever is affected by such circumstances agrees to promptly notify the other in writing when such circumstances cause a delay or failure in performance and when they stop doing so.
8.13 Nothing in this Agreement is intended to or will create a partnership or agency relationship between Us and You. You aren’t authorised to make or enter into any commitments for or on Our behalf.
8.14 If We don’t enforce any of Our rights regarding Our relationship with You on any occasion, this won’t stop Us from enforcing them on another occasion.
8.15 If We decide to waiver any breach of this Agreement, it doesn’t prevent Us from enforcing that term in the future and doesn’t mean that We will waiver any subsequent breach.
8.16 We have the right to assign any of Our rights and benefits pursuant to this Agreement to (and to subcontract, delegate, or appoint as agents in respect of any of Our obligations pursuant to this Agreement) any other company within the Liverpool Victoria Group of companies.
8.17 You are not permitted to assign, subcontract or otherwise transfer Your rights or obligations under this Agreement to any other person, company or firm without Our prior written consent.
8.18 If any clauses of this Agreement are found to be unenforceable by a court, then that won’t affect the other clauses.
8.19 Neither You nor We intend for this Agreement to be enforceable by someone who isn’t a party to this Agreement. However, each member of the Liverpool Victoria Group of companies is entitled to recover any loss suffered by it in connection with this Agreement and generally to enforce this Agreement in its own right in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999 as amended or replaced from time to time.
8.20 Any disputes arising under or in connection with this Agreement may be referred to arbitration by a single arbitrator appointed by agreement, or nominated on application by either party, to the President of the Law Society. The cost of this will be paid equally between You and Us.
8.21 Any reference to legislation or regulations shall be taken to refer to any successor legislation or regulations or any subsequent amendments.
8.22 This Agreement and Your relationship with Us will be governed by English Law and the exclusive jurisdiction of the English courts.