1. Scope and authority
1.1 Subject to the following Terms, you may, from time to time, introduce us to Borrowers.
1.2 We reserve the right to reject any application for a loan for any reason.
1.3 You must comply with all relevant legal and regulatory requirements, including but not limited to: the Financial Services and Markets Act 2000; the Rules of the Financial Conduct Authority; Consumer Credit Acts 1974 and 2006; the Data Protection Legislation; Bribery Act 2010; any codes of conduct and guidance issued by the Office of Fair Trading, the Information Commissioner, or the Financial Conduct Authority; and all other applicable statutes, regulations and guidance
1.4 The Agreement is only valid if you hold, and maintain, all necessary registrations, licences, permissions, consents and approvals from any statutory or regulatory authority or body that you may require to enable the introduction of Borrowers to us. You will produce to us, on request, copies of the latest version of any such licences, permissions, consents or approvals. You must notify us immediately in writing should any such licence, permission, consent or approval be revoked, cancelled, withdrawn, expires or becomes conditional or invalid for any reason.
1.5 You may arrange a Borrower meeting with one of our representatives but you are not permitted to:
a) complete, or help Borrowers to complete, any of our documentation or forms;
b) provide any advice on any product chosen for Borrowers (unless you have the appropriate regulatory permissions).
1.6 By entering into the Agreement, you warrant and agree that you:
a) will follow any procedures and rules set out in the latest guide to the products we provide (Product Guide);
b) will not do or say anything which you might be reasonably expected to know is likely to be detrimental to our reputation or goodwill;
c) will not mislead or misinform Borrowers, or misrepresent any aspect of any product supplied by us;
d) will not, and will ensure that none of your management or employees will, lead the Borrower to believe that we are in a position to advise in any way;
e) will inform Borrowers that you will receive payment from us in the event that the Borrower takes a product with us;
f) will provide such information, records and assistance as may be reasonably required by us in the event of a complaint or regulatory action or query;
g) will maintain proper complaint handling procedures and advise us immediately if you are notified of any complaint about us. Additionally, for the purposes of responding to enquiries from the FCA or other regulatory or industry body, or investigating any complaint, you will cooperate fully with us disclosing all relevant files, documents and papers, and permitting us to take copies;
h) will not advertise on our behalf, use our name(s), trademarks or logos, without our prior written consent;
i) will not assign the Agreement or any part of it nor delegate any of your responsibilities under the Agreement to a third party or appoint another introducer;
j) will notify us immediately on the occurrence of any matter that could have a significant adverse impact on either your reputation or ours.
2. Data Protection
By introducing a Borrower to us, you agree that you will:
a) comply with all the obligations imposed on a controller under the Data Protection Legislation;
b) ensure that you have all necessary notices and consents in place to enable lawful transfer of personal data to us;
c) give full information to any Borrower whose personal data may be processed of the nature such processing;
d) ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data;
e) not be processing personal data on our behalf (nor will we be processing on your behalf) and that you will be the data controller of the personal data which you deal with;
f) not cause us to breach the Data Protection Legislation;
g) assist us in complying with all applicable requirements of the Data Protection Legislation. In particular, you shall: (i) promptly inform us about the receipt of any data subject access request which relates to personal data which has been shared with us; (ii) provide us with reasonable assistance in complying with any data subject access request; and (iii) notify us without delay on becoming aware of any breach of the Data Protection Legislation.
If there is any failure on your part to follow our latest Product Guide, or if you are in breach of any of these Terms, you agree to fully indemnify us against all and any losses arising from such failure or breach (including our associated reasonable administrative and other costs and any professional fees and disbursements.
4.1 We will pay you commission in respect of any relevant deals which we complete with Borrowers according to the prevailing scale shown in our Product Guide from time to time (or in accordance with any separate agreement we have made with you in writing). The rates of commission may be amended from time to time at our discretion and we will write to you with updates as appropriate. No commission will be payable in the circumstances described in paragraph 5 below.
4.2 Such commissions are paid for the introduction of the Borrower only. By agreeing to these Terms, you agree to inform Borrowers that you are not acting as our agent in any capacity and you warrant that you will not make any representations to Borrowers about us or any products which we may provide.
This Agreement is not an exclusive one, so you may deal with other lenders and we may deal with other introducers. Either of us may from time to time write to the other and end this arrangement with immediate effect, with no notice period being necessary. On any such termination, we shall be under no obligation to continue processing or considering any application previously submitted by you. For the avoidance of doubt it is agreed that both we and you are committed to the prevention of bribery and are aware of the provisions of the Bribery Act 2010. Any act of bribery on your part will result in immediate termination of this Agreement.
6. Borrower’s wishes
You will appreciate that, from time to time, we receive a loan application in respect of an individual person, firm, company, partnership or other corporate entity (prospective borrower) from more than one introducer. In such circumstances, we would only pay commission to one introducer, which would usually be the introducer who first introduced the relevant loan application to us. However, should the prospective borrower notify us in writing that s/he wishes for the application to proceed with a different introducer (alternative introducer), then we shall pay the commission to the alternative introducer and you accept that, in this situation, no commission may be payable to you.
We reserve the right to make reasonable changes to these Terms from time to time without giving you prior notice, although we will notify you of any such changes.
8. Definitions and interpretation
The following definitions and rules of interpretation in this clause apply in the Agreement:
a) Agreement means the introducer agreement entered into between you and us, of which these Terms form part;
b) Borrower mean the individual person, firm, company, partnership or other corporate entity introduced to us by you;
c) Controller, data controller, data subject, personal data, processing and appropriate technical and organisational measureshave the meanings set out in the Data Protection Legislation in force at the time;
d) Data Protection Legislation means (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law;
e) Terms means these standard terms and conditions, as amended by us from time to time, at our discretion;
f) we, our, us means all of the following companies, all of which trade as Roma Finance: Romaco Limited (company number 07232590); Romaco SPV 1 Limited (company number 9732416); Romaco SPV 2 Limited (company number 10179215); Romaco SPV 3 Limited (company number 10518586); Romaco SPV 4 Limited (company number 11111729); Romaco SPV 5 Limited (company number 11112580); Romaco SPV 6 Limited (company number 116989398); and Romaco SPV 7 Limited (company number 12006443)
g) you, your means the business whose details appear on the 1st page of the Agreement (under Introducer Details); and
h) references to any statute or statutory provision shall include a reference to such statute or provision as modified, replaced, re- enacted or consolidated and in force from time to time and any subordinate legislation made under the relevant statute or statutory provision.