Last Updated: August 2024

This Introducer Appointed Representative Agreement (this “IAR Agreement”) is entered into and is to be effective as of the Effective Date, by and is made between Affirm U.K. Limited (the “Principal”) which is a firm authorised and regulated by the FCA (Company Number 10199101), (FCA Register Number 756087) whose registered office is at c/o TMF Group, 13th Floor, One Angel Court, London, EC2R 7HJ; and Merchant (the “Introducer”), with the Company Number and Company Address set forth in the Agreement. Capitalised terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

WHEREAS;

The Introducer is a supplier of goods and/or services and desires to introduce its Customer to the Principal for the purposes of provision by the Principal to the Customers of credit. 

The Principal has agreed to appoint the Introducer and the Introducer has agreed to act as an Introducer Appointed Representative of the Principal. 

The Introducer and Principal wish to confirm this appointment, and the scope of activities to be carried on by the Introducer based on the terms set out in this IAR Agreement.

Defined Terms:

“Applicable Laws and Regulations” means all applicable laws not limited to FSMA, the RAO, anti-bribery and corruption, data protection and anti-money laundering regulations, enactments, orders, regulations and rules from time to time issued under FSMA or the Act, or made by the FCA (including, for the avoidance of doubt the FCA Rules);

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

"Bribery Act” means the UK Bribery Act 2010;

“Confidential Information” means all information in any form (including oral, written, electronic) concerning the operations, processes, plans, intentions, trade secrets, marketing opportunities, customers and business affairs of the Parties, their businesses or clients which is not in the public domain and which has been disclosed by either party to the other party;

“Customer” means an individual who is a customer of the Introducer; 

“Data Protection Laws” all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended;

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

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

"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 the FCA Rules;

“Introducer Appointed Representative” means an introducer appointed representative as defined in the FCA Rules;

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

“Permitted Activities” means those activities set out in Section 2.

1. Appointment

1.1. The Principal shall appoint the Introducer, and the Introducer shall act as an Introducer of the Principal in accordance with this IAR Agreement.

1.2. Subject to its appointment under this Section of this IAR Agreement, the Introducer shall be an exempt person under section 39 FSMA in relation to the Permitted Activities.

1.3. This IAR Agreement has effect as from the date of this IAR Agreement and will continue until terminated in accordance with clause 13 of this IAR Agreement. The effective date of appointment of the Introducer, as the Principal's Introducer for the purposes of section 39 FSMA, shall only take effect in accordance with section 1.4.

1.4. The appointment of the Introducer shall not take effect, and the Introducer shall not be permitted to carry on the Permitted Activities under this IAR Agreement, until such date which is the Business Day following the date on which the last of the following to occur occurs: (i) the appointment of the Introducer has been notified to and confirmed by the FCA; and (iii) the Introducer is included in the FCA Register as permitted to carry on the Permitted Activities.

1.5. The appointment of the Introducer is not exclusive to the Principal and the Principal shall be free to appoint other merchants as introducer appointed representatives.

1.6. The Introducer may not delegate the performance of any of its functions, duties and/or obligations under this IAR Agreement.

1.7. Except as expressly provided in this IAR Agreement, the Introducer has no authority to act for, bind or represent the Principal and shall not be deemed to be an agent of the Principal.

2. Scope of the Introducer's activity

The scope of the Introducer’s appointment shall be limited to the following activities (“Permitted Activities”): 

(a) effecting introductions to the Principal or other members of the Principal’s group; and

(b) distributing Non-real time Financial Promotions which relate to products or services available from or through the Principal or other members of the Principal’s group and which have been approved by the Principal in writing.

3. Compliance and Obligations of the Introducer

3.1. The Introducer shall perform its obligations in accordance with Applicable Laws and Regulations, and with due care, skill and diligence. In particular, the Introducer must comply, and ensure that any persons who provide services to the Introducer under a contract of services or a contract for service comply with the relevant requirements in or under FSMA and the FCA Rules that apply to the Permitted Activities.

3.2. The Introducer shall not carry on any regulated activity in breach of the general prohibition in section 19 of the FSMA.

3.3. The Introducer shall ensure that it is, and shall remain, of sufficiently good reputation and otherwise fit and proper to act as an Introducer of the Principal.

3.4. The Introducer shall provide the Principal, promptly upon request, with such information as the Principal may reasonably require about or relating to the Introducer, and the carrying on of the Permitted Activities, in order to enable the Principal to comply with its obligations under the FCA Rules to monitor and supervise the Introducer and its performance of the Permitted Activities and its obligations under this IAR Agreement.

3.5. The Introducer shall in each case in relation to the Permitted Activities:

3.5.1. make itself readily available for meetings with representatives or appointees of the Principal and/or the FCA as reasonably requested;

3.5.2. give representatives or appointees of the Principal and/or the FCA reasonable access to any records, files, tapes or computer systems, which are within the Introducer's possession or control, and provide any facilities which such representatives or appointees may reasonably request;

3.5.3. produce to representatives or appointees of the Principal and/or the FCA specified documents, files, data or other material in the Introducer's possession or control as reasonably requested;

3.5.4. print information in the Introducer's possession or control which is held on computer or on microfilm or otherwise convert it into a readily legible document or any other record which the Principal and/or the FCA may reasonably request;

3.5.5. permit representatives or appointees of the Principal and/or the FCA to copy documents or other material on the premises of the Introducer at the Introducer's reasonable expense and to remove copies and hold them elsewhere, or provide any copies, as reasonably requested; and

3.5.6. answer truthfully, fully and promptly all questions which are reasonably put to it by representatives or appointees of the Principal and/or the FCA.

3.6. The Introducer must permit the Principal and/or the FCA to have access, with or without notice, during reasonable business hours to any of its business premises in relation to the discharge of the Principal’s and/or the FCA's functions under FSMA.

3.7. The Introducer must take reasonable steps to ensure that its agents and/or suppliers under any material outsourcing arrangements relating to the Permitted Activities  permit the type of access described in clause 3.6 to their business premises.

3.8. The Introducer shall 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.

3.9. The Introducer shall disclose to the Customer that it is the Principal's Introducer and make the correct status disclosures on all stationery, websites and promotional material relating to the Permitted Activities.

3.10. The Introducer must, immediately, and in any event, before the end of the Business Day following the date on which the Introducer becomes aware of such complaint, refer to the Principal any complaints about:

3.10.1. Non-real time Financial Promotions communicated by the Introducer which relates to the Principal;  

3.10.2. consumer credit products or services available, from or through the Principal or other members of the Principal’s group; and/or

3.10.3. any other matters (including, without limitation, those relating to services or conduct) in relation to the Permitted Activities to the Principal.

3.11. If the Introducer proposes to make any change to any of the Non-real time Financial Promotions issued in accordance with section 2, the Introducer shall seek to obtain the Principal's consent to such change by giving no less than 30 Business Days' notice of the intention to make such change. Changes to Non-real time Financial Promotions may not be made without such consent having been obtained.

3.12. The Introducer shall not make any representations or other promises concerning the Principal's consumer credit products beyond the guidance provided by the Principal.

3.13. The Introducer must notify the Principal as soon as is reasonably practicable of any claim by a Customer related to the matters in section 3.10.

3.14. The Introducer shall maintain accurate and up to date records of its activities under or in connection with this IAR Agreement and shall provide to the Principal information as requested by the Principal (including complaint details and other related information to the Permitted Activities) quarterly, and upon request, in order to enable the Principal to monitor the performance of the Introducer's obligations under this IAR Agreement and in accordance with the FCA Rules.

4. Obligations of the Principal

4.1. The Principal accepts responsibility for the Permitted Activities under the terms of this IAR Agreement.

4.2. The Principal shall, to the extent it is the Principal's responsibility under the Applicable Laws and Regulations, provide to the Introducer:

4.2.1. compliance oversight in relation to the carrying on of the Permitted Activities; and

4.2.2. such information about the Principal and its policies, procedures, guidelines and other documentation as the Principal deems necessary or desirable.

4.3. The Principal shall maintain its permissions to carry on the regulated activities that it is currently authorised to carry on and that are necessary for the Introducer to carry on the Permitted Activities.

5. Obligations of both Parties

5.1. Each Party agrees that it will in the course of carrying out its obligations under this IAR Agreement:

5.1.1 comply with all Applicable Laws and Regulations;

5.1.2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act if such activity, practice or conduct had been carried out in the UK;

5.1.3. not directly or indirectly arrange or facilitate business which would cause it or the Customer or the other Party to violate all applicable laws related to sanctions and any other financial or trade sanctions legislation relevant to the risk or the parties involved in the placement of the business;

5.1.4. have in place and will maintain throughout the term of this IAR Agreement policies and adequate procedures to ensure compliance with this section 5.1;

5.1.5. promptly report to the other Party any event which might constitute a breach or suspected breach under any Applicable Laws and Regulations; and

5.2. Each Party shall at all times maintain business continuity plans and will ensure that those plans will be sufficient to enable the performance of its duties and obligations under this IAR Agreement as soon as reasonably practicable.

5.3. Each Party will prepare and retain such records in relation to the functions, duties and obligations that it performs under this IAR Agreement and as may be required by Applicable Laws and Regulations (including appropriate records of any complaints).

5.4. Each Party undertakes to the other that it shall retain all ownership, title, copyright and other intellectual property rights in all materials developed, designed or created by that Party before or during the provision of Permitted Activities.

6. Introducer On-boarding Process

Principal may request personal references, credit checks and criminal record checks if necessary to comply with FCA Rules from the Introducer. The Introducer shall reasonably comply with the Principal’s request(s). This data will be held by the Principal either in electronic or paper form. The Principal will abide by Data Protection Laws at all times. The information collected pursuant to this clause will be kept confidential at all times and will only be shared with others where specifically required by law.

7. Warranties

7.1. Each Party warrants to the other that:

7.1.1. it is duly incorporated and validly existing under the laws of its country of establishment;

7.1.2. it has full power and authority to enter into and implement this IAR Agreement; and

7.1.3. it has not relied on any representations made by or on behalf of the other Party other than those expressly set out or referred to in this IAR Agreement.

7.2. The Introducer warrants that it:

7.2.1. is solvent;

7.2.2. is suitable to act as an Introducer of the Principal under the Applicable Laws and Regulations;

7.2.3. has no close links which would be likely to prevent the effective supervision of it by the Principal;

7.2.4. has not previously been appointed as an Introducer and had the appointment terminated; 

7.2.5. will not carry out activities that will result in undue risk of harm to consumers or market integrity;

7.2.6. is not authorised under FSMA; and

7.2.7. it shall provide the Principal with all information to enable the Principal to assess compliance with section 7.2

7.3. The warranties set out in this section 7 shall survive the signing and delivery of this IAR Agreement.

8. Customer Complaints

The Introducer shall, as soon as reasonably practical, refer all complaints received from Customers relating to the Permitted Activities, or any related matters, to the Principal.

9.Exclusivity/Prohibition 

The Principal imposes a prohibition on the Introducer to not enter into any other arrangement with any other counterparty that carries on the regulated activities which are the same as or similar to the Permitted Activities. This prohibition shall be in force for the duration of this IAR Agreement. If the Introducer breaches this condition set in this section, this IAR Agreement shall terminate immediately and it will immediately cease to carry on the Permitted Activities.

10. Fees

All fees, expenses and consideration resulting from this arrangement shall be determined with the agreed order form between the Principal and Introducer.

11. Rights of Audit

11.1. Subject to both Parties’ compliance with Data Protection Laws, the Principal shall be entitled to carry out periodic audits in connection with the Introducer's obligations under this IAR Agreement at any time during normal business hours.  The audits may be carried out by the Principal, or a third party to be nominated by the Principal.  Following reasonable notice to the Introducer by the Principal, the Introducer shall promptly allow the Principal access to the Introducer's offices or the equivalent for this purpose.

11.2. The Introducer shall co-operate fully with any such audit and supply such information and records of whatsoever nature as may be requested by the Principal.  The Principal shall be entitled to make copies of such information and records, and the Introducer shall make available during any such audit one or more members of its senior management to answer any enquiries.

11.3. The Introducer shall grant the Principal's auditors, HM Revenue & Customs, and any other relevant taxation body rights of access, at any such time that they require, to the Introducer's premises, books, accounts and records, and provide such information and explanation from its directors, officers and employees who carry out Permitted Activities as required under Applicable Laws and Regulations.

12. Confidentiality 

The parties to this IAR Agreement will at all times keep Confidential Information acquired in consequence of it confidential, except for Confidential Information which they are bound to disclose under compulsion of law or by request of regulatory agencies or to their professional advisers.

13. Termination

13.1. The Principal or the Introducer may terminate this IAR Agreement by giving one months' written notice to the other party.

13.2. Either Party may terminate this IAR Agreement at any time by written notice, in the event such Party reasonably determines that the arrangements provided hereunder are causing a material negative impact to such Party’s business operations (an “Adverse Impact”); provided that (i) the terminating Party first provides written notice of such Adverse Impact to the other Party, and (ii) the other Party has not cured such Adverse Impact within thirty (30) Business Days of its receipt of such written notice.

13.3. Either Party may terminate this IAR Agreement for a material breach that is not cured within 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 5 Days. 

13.4. Either Party may terminate this IAR Agreement immediately if the other Party (a) terminates its business operations; (b) becomes insolvent; (c) suffers the appointment of a receiver or makes an assignment for the benefit of a creditor; or (d) enters into any voluntary or involuntary bankruptcy proceedings.

13.5. The Principal may terminate this IAR Agreement immediately upon written notice to the Introducer in the event the Principal discovers that the Introducer: (i) no longer satisfies the conditions for being an Introducer as set out in the FCA Rules; (ii) misrepresented, omitted, or falsified any information or documentation provided to the Principal; (iii) 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 (iv) the  violated any Applicable Laws and Regulations.

13.6. The Principal may terminate this IAR Agreement immediately upon written notice to the Introducer in the event that the Principal determines that it is no longer able to effectively oversee the activities of the Introducer.

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

13.8. The Principal can terminate this IAR Agreement within immediate effect if the Introducer becomes authorised by the FCA in its own right.

14. Consequences of Termination 

On termination of this IAR Agreement:

(a) the Introducer:

(i) understands that it will no longer be an exempt person under section 39 of FSMA under this IAR Agreement;

(j) shall transfer any outstanding obligations relating to Customers, or potential Customers, under this IAR Agreement back to the Principal;

(k) where appropriate, if requested by the Principal, inform Customers of any relevant changes;

(l) return to the Principal all materials, including Financial Promotions, relating to the Principal, unless otherwise agreed in writing; and

(m) acknowledges, with immediate effect, that it shall cease to describe or otherwise represent itself as an Introducer of the Principal and it shall no longer be able to carry on the Permitted Activities under this IAR Agreement.

(b) the Principal shall:

(i) make the required notification to the FCA that the Introducer has ceased to be its Introducer; and

(j) at the request of the Introducer, delete or return all personal data relating to the Introducer unless and to the extent it is required to meet regulatory requirements under all Applicable Laws and Regulations; and

(k) notify other principals of the termination of its relationship with the Introducer as applicable.

15. Indemnification

The Introducer shall defend, indemnify, and hold harmless the Principal, its affiliates, and their respective officers, directors, agents, employees, successors, and assigns (individually and collectively, an “Principal Party”) from and against all liabilities, penalties, damages, losses, costs or expenses (including reasonable legal fees) (collectively, “Losses”) suffered, incurred, or sustained by the Principal resulting from or arising out of any claim relating to: (a) breach by the Introducer of any obligation, representation or warranty under this IAR Agreement, including fines or penalties arising from such breach; (b) personal injury (including death) or property damage resulting from the Introducer’s acts or omissions; (c) the goods or services provided by the Introducer, including any claims for false advertising, unfair business practices, discrimination, or product defects; (d) the Introducer’s violation, misappropriation, or infringement of the intellectual property IP of a third party; (e) fraud, gross negligence, recklessness, or wilful misconduct of the Introducer; or (f) acts or omissions of the Introducer outside the terms of this IAR Agreement and outside the authority given to the Introducer under this IAR Agreement; (g) any claim made against the Principal by a third party arising out of or in connection with the Permitted Activities, to the extent such claim arises out of the breach, negligent performance or failure to delay in performance of this IAR Agreement by the Introducer, its employees, agents or subcontractors; or (h) a security incident of the Principal’s personal data on information systems owned, controlled, or subcontracted by the Introducer or by  the  subprocessor resulting from the or the Introducer’s subprocessor’s negligent acts or omissions.

16. Limitation of Liability. This IAR Agreement is subject to the limitation of liability provisions set forth in the Merchant Agreement.

17. Force Majeure

17.1. Force Majeure Event. Except for each Party’s payment obligations, neither Party will be liable for any failure or delay in performance of its obligations under this IAR Agreement if and to the extent such failure or delay is caused, in whole or in part, directly or indirectly, as demonstrated by the Party seeking to be excused from performance, by fire, storm, earthquake, flood or other weather, terrorism, epidemic, pandemic, unavailability of necessary utilities or raw materials, war, riot, elements of nature or acts of God, regulation, ordinance, instructions of government or other public authorities, or any other event that is traditionally recognized by  the courts of England and Wales as an event of force majeure, or any other cause beyond the reasonable control of such Party, provided that the nonperforming Party is without fault in causing such failure or delay, and such failure or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the nonperforming Party through the use of alternate sources, workaround plans, back-ups, redundancies, or other means.

17.2. Obligations. In the event of such a Force Majeure Event, the non-performing Party will give prompt notice to the Party to whom performance is due that describes at a reasonable level of detail the circumstances causing such failure or delay and the expected period of time the non-performance will continue. The non-performing Party will be excused under this section so long as such Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay; however, notwithstanding the foregoing, such delay will not be excused under this section for more than 60 days.

18. Governing Law and Jurisdiction Clause

18.1. This IAR Agreement and performance under this IAR Agreement, including any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this IAR Agreement or its subject matter or formation.

18.2. This IAR Agreement is also subject to the FCA Rules and in the event of conflict between the terms hereof and the FCA Rules, the FCA Rules shall prevail.

19. No Third-Party Beneficiaries

This IAR Agreement is for the benefit of, and may be enforced only by, the Introducer and the Principal and their respective successors and permitted transferees and assignees, and is not for the benefit of, and may not be enforced by, any third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20. Entire Agreement

20.1. This IAR Agreement and any other agreement referred to herein constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relevant to the subject matter of this IAR Agreement.

20.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this IAR Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this IAR Agreement.

21. Amendments and Severability

The Principal may unilaterally amend this IAR Agreement by giving the Introducer no less than 30 days' written notice prior to the effective date of the proposed change. If the Introducer does not want to continue in this IAR Agreement as a result of any such amendment, the Introducer may terminate this IAR Agreement by providing the Principal written notice of such termination no less than 10 days prior to the effective date of the applicable amendment. The Introducer will be deemed to have accepted any amendment notified to it by the Principal on the earlier of (a) the Introducer’s acceptance of the amendment, or (b) the effective date of the amendment (provided this IAR Agreement has not been terminated before the effective date of the amendment). If any provision of this IAR Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this IAR Agreement will remain in full force and effect, and to the extent permitted and possible, the invalid or unenforceable term will be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.