Last Updated: July 23, 2025

1. This Appointed Representative Agreement (this “AR Agreement”) is incorporated into the Merchant Agreement (the “Agreement”) between Affirm U.K. Limited (referred to herein as the “Principal”), a firm authorised and regulated by the FCA (Company Number 10199101; FCA Register Number 756087) with its registered office at c/o TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ, and Merchant (referred to herein as the “Appointed Representative”), with the Company Number and Company Address set forth in the Agreement. This AR Agreement is effective on the Effective Date of the Agreement, unless this AR Agreement is separately executed, in which case it is effective on the date of the last signature. In the event of any conflict between this AR Agreement and the Agreement, the provisions of this AR Agreement will control. Capitalised terms used but not defined herein have the meanings given to them in the Agreement.

2. Defined Terms.

“Approved Person” means a person to whom the FCA has given its prior approval for the performance of a controlled function as defined in Section 59 of the FSMA;

“Business Day” means a day on which banks are open for business in London other than a Saturday, Sunday or public holiday.

"FCA" means the Financial Conduct Authority and any successor regulator to it.

“FCA Register” means the public record of authorised persons and other bodies for which the FCA has regulatory responsibility under Section 347 of the FSMA.

"FCA Rules" means the FCA's Handbook of Rules and Guidance as amended from time to time and all other rules, regulations, codes or guidance issued by FCA. 

"Financial Promotion" means an invitation or inducement to engage in investment activity as defined in Section 21 of the FSMA.

“FSMA” means the UK Financial Services and Markets Act 2000 as amended from time to time.

"Non-Real Time Financial Promotions" means a Financial Promotion that is not a real time financial promotion as defined in the FCA Rules.

3. Appointment and Scope.

(a) The Principal will appoint the Appointed Representative as an appointed representative (as defined in the FCA Rules) for the Permitted Activities under this AR Agreement. The Appointed Representative will be an exempt person under Section 39 of the FSMA in respect of those activities. The appointment of the Appointed Representative will not take effect, and the Appointed Representative will not be permitted to carry on the Permitted Activities under this AR Agreement, until the Business Day following the date on which (i) at least one Approved Person is registered with the FCA, and (ii) the Appointed Representative is included in the FCA Register as an Appointed Representative of the Principal. The Appointed Representative will not delegate any of its functions, duties, or obligations under this AR Agreement without Affirm’s prior written approval. Except as expressly provided in this AR Agreement, the Appointed Representative has no authority to act for, bind or represent the Principal and will not be deemed to be an agent of the Principal.

(b) The Appointed Representative’s appointment is limited to the following activities (collectively, the “Permitted Activities”): (i) effecting introductions to the Principal; and (ii) distributing Non-Real Time Financial Promotions which relate to the Services and which have been approved by the Principal in writing.

4. Appointed Representative Obligations.

(a) The Appointed Representative will provide the Principal and the FCA with prompt access to any information relating to the Permitted Activities (including but not limited to information requested as part of the onboarding process) as may be reasonably required to comply with any request or requirement of the FCA or to enable the Principal to comply with its obligations under the FCA Rules. The Principal may, on reasonable notice, review the Appointed Representative’s compliance with this AR Agreement, including by accessing relevant records, information, and personnel involved in the Permitted Activities. The Appointed Representative will cooperate fully and provide access to its premises and materials as reasonably required by the Principal, its representatives, the FCA, HMRC, or any other relevant authority. The Appointed Representative will take reasonable steps to ensure that any agents or suppliers engaged under material outsourcing arrangements relating to the Permitted Activities permit equivalent access to their business premises and relevant information.

(b) The Appointed Representative will establish and maintain adequate training and competence arrangements that satisfy the requirements in the FCA's Training and Competence Sourcebook. The Appointed Representative will ensure that any individuals it employs or appoints who perform controlled functions comply with the FCA Rules. The Appointed Representative will adopt and have in place appropriate arrangements for identifying and managing any conflict of interest which might arise in the course of carrying out the Permitted Activities.

(c) The Appointed Representative will disclose to the Customer that it is the Principal's Appointed Representative on all Customer-facing material relating to the Permitted Activities.

(d) The Appointed Representative will, by the end of the Business Day following the date on which the Appointed Representative becomes aware of a Customer complaint, refer to the Principal any complaints about (i) Non-Real Time Financial Promotions communicated by the Appointed Representative which relates to the Principal; (ii) consumer credit products or services available, from or through the Principal; and/or; (iii) any other matters (including, without limitation, those relating to services or conduct) in relation to the Permitted Activities.

(e) The Appointed Representative will promptly report to the Principal any event which might constitute a breach or suspected breach of this AR Agreement.

(f) The Appointed Representative may only use Non-Real Time Financial Promotions that have been provided or expressly approved by the Principal.

(g) The Appointed Representative will not carry on any regulated activity in breach of the general prohibition in Section 19 of the FSMA.

(h) The Appointed Representative will not make any representations or other promises concerning the Principal's products beyond the guidance provided by the Principal.

(i) The Appointed Representative will keep records that accurately show its financial position as an Appointed Representative. Upon the Principal’s request, the Appointed Representative will provide financial information needed for the Principal to comply with its obligations under SUP 12.6.2 to SUP 12.6.4.

(j) The Appointed Representative will not hold client money as defined in the FCA Handbook. If the Appointed Representative receives cash, cheques, banker’s drafts, or other payment forms from a Customer, it will immediately forward such monies to the Principal or as otherwise directed by the Principal.

(k) The Appointed Representative will not appoint, or terminate the appointment of, any Approved Persons otherwise than in accordance with this AR Agreement.

5. Principal Obligations. The Principal accepts responsibility for the Permitted Activities under this AR Agreement. The Principal will, to the extent required by Applicable Law, provide the Appointed Representative with compliance oversight in relation to the Permitted Activities and such reasonable information about the Principal and its policies, procedures, and guidelines as the Principal reasonably determines is necessary. The Principal will maintain all permissions necessary to carry on the regulated activities required for the Appointed Representative to perform the Permitted Activities. The Appointed Representative will promptly notify the Principal when: (i) any Approved Person resigns, leaves or changes roles; or (ii) any circumstance arises that might affect an Approved Person's fitness and propriety for performing their controlled function.

6. Mutual Obligations. Each Party will maintain business continuity plans and ensure that those plans will be sufficient to enable the performance of its duties and obligations under this AR Agreement.

7. Warranties. The Appointed Representative warrants that it is solvent, has no close links that would prevent effective supervision by the Principal, has not previously been appointed as an appointed representative and had the appointment terminated, is not authorised under the FSMA, and is, and will remain, of sufficiently good reputation and otherwise fit and proper to act as an Appointed Representative of the Principal.

8. Exclusivity. The Appointed Representative will not enter into any arrangement with any other counterparty to carry on regulated activities that are the same as or similar to the Permitted Activities. If the Appointed Representative breaches this condition, this AR Agreement will terminate immediately and the Principal will immediately cease to permit the Appointed Representative to carry on the Permitted Activities.

9. Multiple Principal Agreement. If the Appointed Representative has an existing agreement with another counterparty that predates this AR Agreement, the Appointed Representative will arrange for the Principal and the counterparty to enter into a multiple principal agreement as required by the FCA Handbook.

10. Termination.

(a) This AR Agreement may be terminated in accordance with the termination provisions of the Merchant Agreement. In addition, either Party may terminate this AR Agreement (i) by giving thirty (30) days’ written notice to the other Party, (ii) by written notice (email sufficient) to the other Party if a regulatory requirement imposed under Applicable Laws after the Effective Date causes a material adverse impact to its business operations and the other Party does not cure such impact within thirty (30) days of notice, or (iii) for a material breach that is not cured within five (5) Business Days after notice by such Party to the other Party or immediately upon notice of termination in the event of a material breach that by its nature cannot be remedied within five (5) Business Days.

(b) The Principal may terminate this AR Agreement immediately upon written notice to the Appointed Representative if: (i) the Appointed Representative no longer satisfies the conditions for being an Appointed Representative as set out in the FCA Rules; (ii) the Appointed Representative becomes authorised by the FCA in its own right, (iii) the Principal determines it is no longer able to effectively oversee the activities of the Appointed Representative, (iv) the Appointed Representative misrepresented, omitted, or falsified any information or documentation provided to the Principal; (v) the Appointed Representative engaged in conduct that could reasonably be considered to damage or disparage the reputation or goodwill of the Principal, its personnel, or the Permitted Activities or otherwise harms or causes a loss of business or revenue to the Principal; or (vi) the Appointed Representative violated Applicable Laws.

(c) The Appointed Representative may terminate this AR Agreement immediately upon written notice to the Principal if (i) the Principal misrepresented, omitted, or falsified information provided to the Appointed Representative; (ii) the Principal engages in conduct that could reasonably be considered to damage or disparage the reputation or goodwill of the Appointed Representative, its personnel, or otherwise harms or causes a loss of business or revenue to the Appointed Representative; (iii) as otherwise provided in this AR Agreement; or (iv) the Principal ceases to be authorised by the FCA.

11. Consequences of Termination. Upon termination of this AR Agreement:

(a) The Appointed Representative will: (i) no longer be an exempt person under Section 39 of the FSMA; (ii) transfer any outstanding obligations relating to Customers, or potential Customers, under this AR Agreement back to the Principal; (iii) if requested by the Principal, inform Customers of any relevant changes; (iv) return to the Principal all materials, including Financial Promotions, relating to the Principal, unless otherwise agreed in writing; and (v) immediately cease to represent itself as an Appointed Representative of the Principal and will no longer carry on the Permitted Activities.

(b) The Principal will: (i) notify the FCA that the Appointed Representative has ceased to be its appointed representative; and (ii) at the Appointed Representative’s request, delete or return all personal data relating to the Appointed Representative to the extent retention is required by Applicable Law.

12. Governing Law. Notwithstanding anything to the contrary in the Agreement, this AR Agreement and performance under the Agreement will be governed by and construed in accordance with the laws of England and Wales notwithstanding any conflict of law rules.

13. Entire Agreement. This AR Agreement is governed by and subject to the terms and conditions of the Merchant Agreement between the Parties, including provisions relating to indemnity, limitation of liability, force majeure, confidentiality, dispute resolution, and amendments, except to the extent expressly modified herein to comply with applicable regulatory requirements. Each Party agrees that it will have no remedies in respect of, and no claim for innocent or negligent misrepresentation based on, any statement, representation, assurance or warranty not set out in this AR Agreement.