ProActivLife Adviser Contract 2024.7
Member Details
Full Legal Name:
Address Line 1:
Adress Line 2:
Town:
Post Code:
Table of Content
1 PARTIES AND COMMENCEMENT
This Agreement is made on the Commencement Date between ProActivLife Ltd (further called ProActivLife or Company) and the Member.
2 AGREEMENT
This Agreement incorporates the provisions of the:
All as amended or revised from time to time. In the event of a conflict between this Agreement and any document mentioned in this clause, this Agreement shall prevail.
3 INTERPRETATION
3.1 In this Agreement words and phrases shall have the same meaning as those words and phrases set out in Schedule 1 unless the context requires otherwise.
3.2 In this Agreement, unless the context otherwise requires:
4 APPOINTMENT AND STATUS
4.1 The Member is a Member of Company for the purpose only of carrying on the Business from the time that its name is approved by the Company in writing.
4.2 The Member acknowledges that he is engaged as an independent contractor to the Company and nothing in this Agreement renders him an employee or partner of the Company and the Member will not hold himself out as such.
4.3 The Member shall be entirely responsible for his/her tax affairs, including accounting for tax, submitting tax returns to HM Revenue and Customs. The Member undertakes to the Company that she/he will dully pay the tax and national insurance contribution and any other liability, deduction, contribution, assessment or claim which are due from him/her whether in the United Kingdom or elsewhere in relation to the provision of the Business or the payments to be made to him/her by the Company pursuant to this Agreement.
4.4 The Member is not permitted to represent other counterparties or to carry on any other Regulated Activity or to promote, sell or advise on any financial services or plans other than the Plans without the express written consent of Company.
4.5 Although the Member is entitled to represent himself as a Member to the Company when providing Business under this Agreement, the Company is not vicariously liable for any of the acts or omissions of the Member and the Member is not by virtue of this Agreement entitled to pledge the credit to the Company nor sign any document, enter into any contract, agreement or arrangement or make any promise on behalf of the Company.
4.6 The Member may not without the Company’s prior written consent: incur any expenditure on behalf of the Company or engage or employ or dismiss any person (whether as an employee, worker, Member or contractor)
5 MEMBER’S OBLIGATIONS
The Member shall have the following obligations:
5.1 Conduct of Business
5.1.1 The Member shall comply with the provisions of Schedule 2.
5.1.2 The Member shall comply with such minimum key performance measures as Company may specify.
5.2 Payments. To pay for Company:
5.2.1 the Fixed Intermediation Charge;
5.2.2 any other payments or charges as set out in this Agreement.
5.3 Intellectual Property Rights
5.3.1 Intellectual Property belonging to Company may be used by the Member as permitted by this Agreement but shall remain in the ownership of Company whether relating to name, corporate symbols, logos, tools, business social media profiles, pages, videos or otherwise.
5.3.2 The Member shall on the termination of this Agreement cease to use the Intellectual Property except as otherwise agreed by Company in writing.
5.3.3 The Member shall not use any name, corporate symbol, logo or other marks similar to or capable of being confused with the Trade Name or the Trade Marks of Company except as otherwise agreed by Company in writing.
5.4 Confidentiality. Not at any time during or after the termination of the Agreement to disclose or allow to be disclosed (or to use after the termination of this Agreement) any Confidential Information to any person without the express written consent of Company unless required to do so by order of a court, appropriate regulatory authority or as otherwise required by law.
5.5 Compliance with a Regulation. To comply with the Regulations and Company Policies and Procedures.
5.5.1 It is a condition of this appointment is that at all times “Member” agrees to the terms of this Member Agreement with the “Company”, holds appropriate Data Protection Data Controller registration from the Information Commissioner and will comply with all applicable laws and regulations or any jurisdictions in which he/she carries out the Business and the rules of the Financial Conduct Authority
5.5.2 It is the condition of the Agreement that the Member be aware of and abides by the rules of the regulator and that the Member shall regularly acquaint himself/herself with any new rules or regulations issued by the regulator and adhere to the Company’s Compliance Manual, Policies & Procedures and Training & Competency Manual. The Member should attend training sessions as outlined by the Company to maintain the regulatory obligations of maintaining Continuous Professional Development. CPD should be logged regularly at the B.I.O.S System.
5.5.3 The Member is obligated to co-operate with Compliance Monitoring Officials from the Company and/or the Regulator.
5.5.4 The Company will inspect the accounts of the Member at least annually to ensure that the Member is conducting the business in a fit & proper manner. An annual credit check will be required on each Member. The Member gives consent to the Company to seek and give information about the Members to relevant third parties to meet the Regulator’s ongoing requirement for the Member to be fit and proper.
5.6 Assignment and novation. Not to assign, novate or otherwise transfer either in whole or in part its rights or obligations under this Agreement to any other person without the written consent of Company.
5.7 IT Software. To comply with the terms relating to the use of the IT Software referred to in clause 6.4 and to maintain computer hardware for use with such software which is fully compatible with it.
5.8 Client Ownership. All clients, plans and business introduced by the Member remain the property of the Company.
5.9 Indemnity
5.9.1 Subject to the provisions of this clause the Member shall indemnify Company in respect of any payments made by Company or losses suffered by Company pursuant to any legal liability or on an ex-gratia basis without admission of liability to Clients (or for the benefit of Clients) or to other third parties which Company after investigation reasonably determines it is obliged to make as a result of the Member’s negligence, breach of duty, misrepresentation or the breach of any provision of this Agreement.
5.9.2 For the purposes of clause 5.9.1 above Company’s losses shall be deemed to include any administration expenses or costs it has suffered or incurred as a result of dealing with any complaint.
5.9.3 Any payment required to be made under the provisions of this clause shall be abated by any payment required to be made to or for the benefit of the Member by the Company under the provisions of the Professional Indemnity Arrangement.
6 COMPANY’S OBLIGATIONS
Company agrees with the Member:
6.1 Responsibility. To accept regulatory responsibility for such activities of the Member as may be from time to time expressly authorised under the terms of this Agreement as required by the Act.
6.2 Remuneration. To pay Remuneration and any other sums due to the Member by Company under the terms of this Agreement.
6.3 Training. To provide such training as the Company may reasonably deem necessary for the Member to carry on the Business. Such training to be provided at a place to be determined by the Company.
6.4 IT Software. To provide the Member with the IT Software subject to such terms and conditions which Company may impose.
6.5 Indemnity. Company shall indemnify and keep indemnified the Member in accordance with the terms set out in the Appendix to this Agreement.
7 PROTECTION OF THE COMPANY’S INTEREST
7.1 The Member must not at any time during the continuance of this Agreement or in the 6 months following its termination whether directly or indirectly persuade or induce or attempt to induce any Member, employee or agent of any Member or employee of Company to terminate their agreement or contract of employment with the Member or with Company with a view to providing services in competition with Company.
7.2 For violation of the agreement clause 7.1 Member agrees to pay liquidated damages to the Company in the amount averaged to 12 months business loss related to resignation contracted Member.
7.3 The Member must acknowledge that all business remains the property of the Company inclusive of General Data Protection Regulation consent for contact and service clients. On the cessation of service under this agreement for whatever reason and the indefinite period immediately preceding such cessation and any time after that cessation, the Member will not, on his/her own behalf or on the behalf of any person, firm or company directly or indirectly, without the prior consent of the Company, seek to procure, engage or do business with any persons, firms or companies who are existing clients or Introducers of the Company.
7.4 For violation of the agreement clause 7.2 Member agrees to pay liquidated damages to the Company in the amount to cover full company loss related to clawback to the insurer and administration cost.
7.5 Each of the restrictions in this clause is a separate restriction for the benefit of the Company and is severable one from another.
7.6 The Company has the right at any time during or after the termination of this Agreement by written notice to reduce (to nil, if appropriate) the scope or extent of any of the restrictions contained in the clause
8 TERMINATION
This Agreement shall continue unless and until terminated in accordance with this clause.
8.1 By 3 months’s Written notice. This Agreement may be terminated at any time by either party giving to the other not less than 3 month’s prior written notice.
8.2 Immediately with notice. This Agreement may be terminated by the Company immediately by written notice to the Member on the occurrence of any of the following events:
8.2.1 Wherein the reasonable opinion of the Company the Member ceases to be fit and proper under the Regulations; or
8.2.2 In the reasonable opinion of the Company, the promotion and sale of the products are the target of significant fraudulent activity, negligence or serious breach of compliance rules.
8.2.3 In the reasonable opinion of the Company, the level of complaints received from either Customer, Prospective Policyholders, and Policyholders in relation to any activities of Member becomes unacceptably high;
8.2.4 The non-payment of any Fixed Intermediation Charge
8.3 Immediately without notice. This Agreement shall terminate immediately without notice on the occurrence of any of the following events:
8.3.1 Upon entry of the Member into voluntary arrangements with creditors, the making of a bankruptcy or winding-up order against the Member or upon the appointment of a receiver or an administrative receiver over the assets of the Member or the entry of the Member into liquidation whether voluntary or compulsory.
8.3.2 Upon failure to achieve an appropriate level of competency in line with a Company Training & Competency Scheme.
9 CONSEQUENCES OF TERMINATION
9.1 Termination Procedure. The contract is deemed to have been terminated when the Company notifies the Member in writing or the Member notifies the Company in writing after the relevant notice period has been served.
9.2 Notice Period. The notice period is required, so that administration and compliance matters can be completed. On notice period the Member does not qualify for any Additional Commission Credit, Recruitment Override or any other bonus unless agreed otherwise in writing.
9.3 Cessation of the Business. Following the termination of this Agreement the Member will:
9.3.1 Immediately stop carrying on the Business;
9.3.2 Immediately return to Company all Property;
9.3.3 Immediately cease to use the Intellectual Property;
9.3.4 To make available to the Company such Client files (including files, personal data, and other records stored on disc or tape or otherwise) which the Company reasonably requires to meet its compliance obligations or to deal with any complaint.
9.3.5 For the avoidance of doubt, on termination of the Agreement for any reason, unless otherwise agreed in writing all rights for a further commission, introductory fees, and any other money or monies worth are immediately relinquished.
9.4 Financial liability. Following either party giving the notice to terminate this Agreement or upon the termination of this Agreement under Clause 8
9.5 Any amounts owing by the Member to the Company shall immediately become due and payable;
9.6 Any debit balance on the Member’s Remuneration Account and outstanding liabilities under any Loan Arrangements shall immediately become due and payable;
9.7 Company reserves the right to suspend the payment of any outstanding Remuneration due to the Member for a period of 6 months (“the Suspension Period”);
10 MISCELLANEOUS
10.1 Plans. Company reserves the right to:
10.1.1 Decline to process any application for Plans from a Member; and
10.1.2 To vary the range and specification of the Plans;
10.2 Company’s Activities. Company reserves the right to:
10.2.1 Carry on any business of whatsoever nature or provide any service; and
10.2.2 Communicate with and sell Plans to Clients;
10.3 Exclusion of liability for IT Software failure. Company shall have no liability for any failure or malfunction of the IT Software for any reason (including negligence on the part of Company, its servants or agents) and Company shall not be liable for any losses or damage suffered by the Member as a result of such failure or malfunction including any claims for loss of profit or other financial loss.
10.4 Force majeure. Neither party shall be liable to the other to the extent that it is not reasonably able to perform this Agreement as a result of any cause beyond the reasonable control of the party who would otherwise be in breach of this Agreement.
10.5 Severance. If at any time any provision of this Agreement is or becomes invalid or unenforceable in any respect that shall not affect the validity or enforceability of any other provision of this Agreement.
10.6 Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements in connection with the subject matter.
10.7 No director, employee, or agent of the Company is authorised to make any representation or warranty not contained in this Agreement and the Member acknowledges that he has not relied on any such oral or written representations or warranties.
10.8 Addresses. The address of Company 3 Chester Bridge, Crewe, Cheshire, CW2 7EF. The address of the Member shall be as specified in the Application Form. Each of the parties shall give notice in writing to the other of any change or acquisition of any postal or electronic mail address or telephone or facsimile number as soon as practicable and in any event within 48 hours of such change or acquisition.
10.9 Notices. Notices may be given by either party by being sent to the other party’s address as mentioned in clause 10.7 by hand, post or fax or by electronic mail to the address. Any notice posted shall be deemed to have been received by the addressee 48 hours after posting or any facsimile or email shall be deemed to have been received at 9.00 am on the Business Day following the day that it was transmitted to the correct facsimile or email address.
10.10 Joint and several. All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several.
10.11 No partnership and extent of the agency. Nothing in this Agreement shall create a partnership or joint venture between the parties. The Member is not authorised to act as a representative of the Company in any matters other to sales activities.
10.12 Company’s right to assign. Company may assign all its rights and obligations under this Agreement whereupon this Agreement shall continue as if originally made with such assignee and the Member shall continue to be bound accordingly.
10.13 Waiver. No delay or omission by the Company in exercising any right power or remedy provided by law or under this Agreement shall affect that right power or remedy or operate as a waiver of it.
10.14 The Contracts (Rights of Third Parties) Act 1999. No person who is not a party to this Agreement may enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
10.15 Amendment of this Agreement and other contractual documents
10.15.1 Company reserves the right to amend this Agreement from time to time.
10.15.2 Any amendment to this Agreement shall take effect following the Company giving to the Member 1 month’s notice in writing.
10.15.3 Where any amendment is necessary to comply with any applicable law or regulation it shall take effect immediately upon deemed receipt of notice as set out in clause 10.8.
10.15.4 Amendments to the Individual Rates Document, the Compliance Manual, and the Advice Process shall be made by the Company giving such notice as it reasonably deems necessary and shall take effect immediately from the date specified in the notice. All such amendments shall be communicated to the Member by Email to the Member's address.
10.16 Taxation. It is the Member’s responsibility to account to Her Majesty’s Revenue & Customs (HMRC), and all other authorities for all due taxes and other related liabilities.
10.17 Telephone recording. Company may record telephone conversations with the Member.
10.18 Proper law and jurisdiction. This Agreement shall be governed by and construed in accordance with English law and the parties submit to the non-exclusive jurisdiction of the English Courts.
11.19 Counterparts. This Agreement may be entered into in any number of counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall constitute one instrument.
SCHEDULE ONE - DEFINITIONS
“The Act”: The Financial Services Act 2012.
“Advice Process”: The distinctive business process and method developed and implemented by the Company in connection with the operation of the Business, amended from time to time in accordance with this Agreement.
“Agreement”: The agreement described in clause 2 above, sometimes referred to as “the Agreement”, “Membership Agreement”, or “Member Agreement”.
“Appendix”: The appendix to this Agreement.
“Application Form”: The form of application by which the Member applied to become a Member of the Company.
“Member”: The individual who enters into this Agreement, sometimes referred to as the Member.
“Bank of England Base Rate”: The rate of interest set by the Bank of England's Monetary Policy Committee from time to time.
“Business”: The business activities assigned to a member acting as a Member of the Company under the terms set out in this Agreement. This includes but is not limited to, advice and arrangement services, business submission, and customer care services.
“Business Day”: A day (excluding Saturday and Sunday) on which clearing banks in England are generally open for normal banking business.
“Claw-back Liability”: The total amount of Remuneration that may become repayable to the Company or Clients.
“Client”: Any person who has received or sought advice from the Company or any Member in respect of a Plan, whether or not such a person has taken up any Plan.
“Commencement Date”: The date on which the Company notifies the Member in writing that the application contained in the Application Form has been accepted, that the applicant is a Member, and that the Member may commence the Business.
“Commission”: The sums payable in respect of ICOBS Business as set out from time to time in this Agreement and the Individual Rates Document.
“Commission Options”: Options available from Product Providers from time to time relating to the payment of Commission.
“Competency Development Mentor”: The individual designated by the Company to support the Member’s competency development.
“Compliance Manual”: The Company’s compliance documentation, including compliance policies and the training and competence scheme made available through the Company’s intranet, as amended or replaced from time to time in accordance with the terms of this Agreement.
“Confidential Information”: Means the trade secrets and other information, whether or not marked as confidential and whether in written, electronic, or other form, which the Company regards as confidential. This includes all knowledge and information relating to clients or customers, prospective clients or customers, business, organisation, finances, processes, specifications, tools, and technology of the Company, and includes:
“Fixed Intermediation Charge”: The fixed charge for the intermediation membership licence specified as such and set out in this Agreement.
“FCA”: The Financial Conduct Authority or any successor regulatory body.
“General Insurance Commission”: Commission payable in respect of general insurance contracts in accordance with the General Insurance section of the Individual Rates Document.
“Group”: In respect of the Company means the Company, any subsidiary companies or undertakings from time to time of the Company, any holding companies from time to time of the Company, and any subsidiary companies or undertakings of such holding companies from time to time.
“ICOBS Business”: Business carried out under the Insurance Conduct of Business rules, as defined in the Act.
“Indemnity Terms” (IT): Certain terms for the payment of Initial Commission as described in Schedule 3 and set out in the Individual Rates Document.
“Individual Rate”: The individual commission rate payable to the Member for ICOBS Business.
“Initial Commission”: The initial commission specified and calculated in accordance with Schedule 3 and the Individual Rates Document. It applies to all Plans except those relating to General Insurance.
“Individual Rates Document”: The document which sets out the Commission payable to the Member for ICOBS Business, updated from time to time in accordance with the terms of this Agreement.
“Initial Period”: The relevant period set out in the Individual Rates Document, determined by a Product Provider, during which Initial Commission may be clawed back from the Member.
“Initial Training Programme”: The initial training provided to Members as part of the Compliance Manual.
“Intellectual Property”: All or any of the following: all intellectual property rights belonging to the Company in any part of the world and shall include patents (including supplementary protection certificates), utility models, rights in inventions, registered and unregistered trade and service marks, rights in business and trade names and get-up, all rights to bring an action for passing off, goodwill, all rights in and to domain names, registered and unregistered design rights, copyright (including rights in computer software) and neighbouring rights, database rights, rights in know-how, and in each case all rights of a similar or corresponding character, and all applications and rights to apply for or for the protection of any of the foregoing.
“Company”: The entity according to which the company is expressed in the Offer Letter as the company offering the Membership Agreement to the Member.
“Introducer”: Individuals or firms who introduce Clients to the Company but do not offer advice or take part in the Advice Process.
“IT-Software”: The computer software and operating system provided by the Company from time to time to the Member for use in the Business.
“Loan Arrangements”: Any loan or other credit which may from time to time be made or advanced by any company in the Group to the Member.
“Member”: The individual who becomes a Member of the Company and enters into this Agreement.
“Offer Letter”: The letter from the Company to the prospective Member setting out the terms upon which the Company is prepared to offer the prospective Member a Member Agreement.
“Plan”: Any policy or other agreement or service specified from time to time in this Agreement.
“Plan Application”: An application for a Plan (including an application to exercise options on, or to vary an existing Plan) of a Product Provider.
“Product Provider”: Any provider of Plans with whom the Company has an arrangement to distribute those Plans.
“Product Provider Code” (PPC): The code or codes allocated by a Product Provider by product category to a Member, which must be quoted on all Plan Applications to the Product Provider.
“Professional Indemnity Arrangement”: The arrangement under which the Company indemnifies the Member in accordance with the Appendix.
“Property”: The Member’s licence, illustrations, brochures, circulars, stationery, sales aids, application forms, and other documents provided by the Company and any other data as specified and set out in this Agreement.
“Regulated Activities Order”: The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001.
“Regulated Activity”: Shall have the same meaning as in the Act.
“Regulations”: Any law, regulation, guidance, voluntary code, or standard to which a party is subject, including the rules, regulations, and guidance of the FCA from time to time.
“Remuneration”: Sums payable in relation to the Business, including Initial Commission, Additional Commission, Commission Override, and Bonuses.
“Remuneration Account”: The account into which all Remuneration is credited and from which payments are made and deductions are made in accordance with this Agreement.
“Insurance Services and Costs Document” (ISCD): A document required to be given to a Client in accordance with the Advice Process and the Regulations.
“Split Commission”: An arrangement where a Member shares Commission with another Member or an Introducer.
“Trade Marks”: The trademarks from time to time belonging to the Company or any member of the Group, whether registered or not.
“Trade Name”: “Company”, and any other names that may be used by the Company or any company within the Group from time to time.
“Commission Retention Account”: If a Member has low financial standing, the Company, as a risk reassurance, might set up a Retention Account for the Member. The Company will retain a specified percentage of the Member's income and allocate this commission to a designated Adviser Account. This commission belongs to the Member and could be used to repay claw-back liability during the risk period. After the end of the risk period, the remaining balance will be repayable to the Member.
SCHEDULE TWO – CONDUCT OF BUSINESS
1 BUSINESS CONDUCT
The Member may use only their own Name when carrying on the Business. The Member agrees to conduct business in such a manner as will promote the interest of the Company and agrees not to act in any manner that would or could be constructed as damaging those interests.
2 ADVICE & ARRANGEMENT SERVICE
The Member shall be free to exercise its own judgments as to clients from whom it will solicit contracts and the time and place of solicitation (subject to regulatory rules and code of practice). The Member must use the approved Advice Process to conduct the Business with Company. The company will only process Plan Applications and pay Remuneration on Business submitted using the approved Advice Process. Full training on the use of the Advice Process is given as part of the Initial Training Programme.
3 CUSTOMER CARE SERVICES
The Member must provide Customer Care Services to its clients for the full period of the Initial Risk Period according to the Company’s Customer Care Service Rules Book.
4 BUSINESS SUBMISSION
The full record of Advice & Arrangement service and appropriate record of Customer Care Service provided to the client must be submitted into Company’s B.I.O.S System (Business Information & Operation System) within 48 hours from the service completion. The company will only pay Remuneration for business with a completed record submission.
5 LEAD GENERATION SYSTEM
The Member must make certain that all lead generation systems have been verified and confirmed as a complaint with a regulator’s rules by the Company before them being utilised.
6 INDUCEMENT
The Member will not pay or allow, or offer to pay or allow, as an inducement to any person to insure any rebate or premium or inducement unless specifically permitted by the Company
7 FINANCIAL PROMOTION
The Member will not publish any advertising matter; issue circulars; post on social media; use company-headed stationery without prior approval from the Company
8 MEMBER CODES AND AGENCIES
A Member will be allocated Provider Codes (PCs) for each of the Product Providers and the appropriate PC must be quoted on each Plan Application.
9 POLICY REPLACEMENT AND/OR REBROKING RULES
Company run Policy Replacement / Rebroking Scheme related to all existing clients of Company and the Group.
Policy replacement will mean direct or indirect action that leads a customer to cancel the policy that was already arranged by the Company or Company’s Member. If a Member will replace any business belonging to the Company, then remuneration and commission payment will be calculated in the way described below.
The company will deduct a full claw-back amount from the lapsing policy against the new policy arranged by the Member. The outstanding balance will be treated as a full amount of gross commission for the newly arranged policy. From the new gross commission, we will calculate a new monthly premium. Based on the new premium we will pay out the eligible commission to the Member. We would assign Policy Replacement Rules if the client will stop paying premiums within 90 days from the new arrangement's inception.
Where business could be amended through Customer Care Services, then it should be always considered as a primary option. Some product providers might not pay a commission upon product replacement. In such circumstances, the Member would not qualify for any commission.
10 FIXED INTERMEDIATION CHARGE
A Fixed Intermediation Charge is payable to maintain this Agreement with Company. This charge is reviewed annually and the current charge is calculated at £79 per month for each and every Member. Company reserves the right to apply a higher charge where it reasonably deems necessary. The charge will be deducted from the Remuneration Account monthly in arrears. The charge will be applied after completed the third month following the appointment of the Member.
Company reserve the right to waive Fixed Intermediation Charges for a specified period of time if in a reasonable opinion deems appropriate on a discretionary basis only. The rule of Fixed Intermediation Charges Waiver is described in the Company’s Individual Rates Document.
SCHEDULE THREE – REMUNERATION
1 REMUNERATION FOR ICOBS BUSINESS
1.1. Commission Options. The Member may only use those Commission Options that Company has agreed with Product Providers. The available Commission Options are set out in the Offer Letter and the payment rules are included in the Individual Rates Document.
1.2. Commission Payment Restriction. Company Independent took a responsible approach to the business conduct, therefore we reserve the right to restrict the amount of commission to be paid on an Indemnity Basis within the first year of trading to a maximum of £4.000 per month. We reserve the right to implement additional protection measures if we observe unusual business activity in Member’s business submission pattern or an increased number of missed premiums
1.3. Commission Retention Account. Company reserves the right to retain a certain percentage of Indemnity Commission (IT) for the purpose of claw-back re-payments in case of unexpected contract termination where the plans are still within the Initial Risk Period. The initial percentage will be set out in the Individual Offer Letter. The percentage might change without any notice as it reflects ongoing business risk and quality of submitted business.
1.4. Base Commission Credit. Base commission credit is equal to 60% - 70% of gross commission based on actual rates paid by Insurance Product Providers to Company Partnership, except the situation described in Schedule 2 point 9. The commission is payable on an indemnity basis and the claw-back risk period will vary as described in the policy illustration. The Company agrees to cover the regulatory cost which is currently calculated in a region of 10% of Gross Commission paid by Insurance Product Providers to Company Partnership Limited, with exception of claw-backed business.
In the event of claw-back, the regulatory business costs will be split between Company and a Member in equal proportion. This means a Member will be responsible for 5% of the regulatory cost, which will be added to its commission liability. In the event of lapses where indemnify commission was paid the split of 70%, 75% of claw-back is payable by the Member (Regulatory Costs will be added into claw-back liability).
1.5. Growth-Share Options - Recruitment Commission Override. If the Member will recruit a new Member into Company, then recruitment commission override will be payable on the terms described in the Individual Rates Document.
1.7. Growth-Share Options - Mentoring Commission Override. If the Member will be accredited act as a Competency Development Mentor under Company’s Supervision Licence and would deliver a service in line with a Mentorship Rule Book, then mentoring commission override will be payable on the terms described in the Individual Rates Document.
1.8. Commission Rebate Arrangements. Where the Product Provider offers the facility to rebate commission Company does not agree to exercise this option. The Member is not permitted to rebate any amount of Commission for any product without prior consent.
2 COMMISSION CLAW-BACKS
Where Commission has been paid to the Member on an Indemnity Terms (IT) basis and the Plan premiums are reduced, cease or are refunded to the Client during the Initial Risk Period an Indemnity Terms claw-back will be immediately due and payable by the Member.
Company may at its discretion debit the Remuneration Account with an amount equal to the Indemnity Terms claw-back amount. The IT claw-back calculation uses the Product provider's standard claw-back rules as well as the length of the Initial Risk Period.
3 PAYMENTS DUE AND OWING BY Company
During the continuance of this Agreement, Remuneration due and owing by the Company to the Member will be paid monthly on the 20th of each month relating to the receipt of the full value of commissions by the Company from Product Providers relating to the contracts activated and accounted for the period from 1st-31st of the previous month. Where possible payments will be made by direct credit to the Member’s bank account. Remuneration will only be paid where Plan sales are recorded in the system by the Advice Process and do not have outstanding compliance issues. If such recording is not completed 6 months after any remuneration is received by the Company, the Member will forfeit the right to receive it. All payments will be made through the Remuneration Account.
The Member will be able to generate reports on-line through the Company’s BIOS System that will provide a summary of the Remuneration Account. This summary will itemise all transactions through the Remuneration Account during the previous month and will show the payments the Member will receive.
Company’s record and your Remuneration Account statement shall be conclusive evidence, except in the case of manifest error, of the state of account between you and Company. For the sake of clarity, you are deemed to accept as accurate the detail in your Remuneration Account if you raise no query on its content within 21 days of receipt. Payment of Commission will amount to a full discharge of the Company’s obligations in respect of Remuneration.
4 DEDUCTIONS
Company may during the continuance of the Agreement or at any time after its termination debit the Remuneration Account with:
5 INTEREST ON DEBIT BALANCES
The company will charge interest on any debit balance over £500 on the Remuneration Account on the 1st Business Day of each calendar month. Interest will be charged on balances after any Remuneration due to the Member has been credited but before any deductions due are debited. The rate of interest applied to the Remuneration Account will be 4% above the Bank of England Base. Interest charged under this section shall be debited to the Remuneration Account under paragraph 5.
The company might also refer this to our third-party collection agency and collection costs will be added to Member debit balance.
6 TERMINATED AGREEMENTS
Interest will be charged on the full amount of Remuneration Account debit balances for all terminated Agreements. If not already being charged interest will start to be charged immediately on the termination of this Agreement. Interest will be charged on balances after any Remuneration due to the Member has been credited but before any deductions due are debited. The rate of interest applied to the Remuneration Account will be 4% above the Bank of England Base. Interest charged under this section shall be debited to the Remuneration Account under paragraph 5 above.
7 SPLIT COMMISSION ARRANGEMENTS
The commission can be split between Members or between Members and their Introducer.
8 COMMISSION SPLIT WITH AN INTRODUCER
Where the Member has entered into Split Commission arrangements with an Introducer any amount payable under 5.9 will be payable in whole by the Member.
APPENDIX 1 - PROFESSIONAL INDEMNITY ARRANGEMENT
The Indemnity
Exclusions
APPENDIX 2 - OFFER LETTER
This offer, if accepted, will commence with the effective date of your authorisation letter. You have a placement at conditional scholarship training, which requires a 12-month commitment to contractual business continuity with a Company.
The Company set up for you two agencies with a Vitality Life:
All specialised Income Protection extended product ranges will have agencies set up on Indemnity Terms (IT).
Base Initial Commission Credit
Core Vitality Life Business: For the business activated from your Authorisation you will be rewarded in line with a Standard Engagement Status commission level as described in the Individual Rates Document with the Standard Baseline of 100% APV. After achieving your PreCAS status, your Standard Baseline is changing to 110% APV.
Specialised Income Protection Extended Product Range: the business activated from your Authorisation you will be rewarded Baseline Standard Engagement Status commission level as described in the Individual Rates Document with the Standard Baseline of 50% APV
You will be able to enhance your Base Initial Commission Credit by engaging in the Company Growth Share Options Scheme.
Additional Commission Credit
Core Vitality Life Business: For the business activated from your PreCAS Status achievement up to a CAS Status. If you would qualify for performance and quality criteria for Additional Commission Credit, then you might be eligible for Additional Commission Credit in the amount of an additional 10% APV Standard Base Line rates for all long-term insurance products.
Core Vitality Life Business: For the business activated after the achievement of CAS Status. If you would qualify for performance and quality criteria for Additional Commission Credit, then you might be eligible for Additional Commission Credit in the amount of an additional 20% APV Standard Base Line rates for all long-term insurance products.
Specialised Income Protection Extended Product Range: For the business activated from the PreCAS status achievement up to CAS Status. If you would qualify for performance and quality criteria for Additional Commission Credit, then you might be eligible for Additional Commission Credit in the amount of an additional 15% APV Standard Base Line rates for all long-term insurance products.
Specialised Income Protection Extended Product Range: For the business activated after the achievement of CAS Status. If you would qualify for performance and quality criteria for Additional Commission Credit, then you might be eligible for Additional Commission Credit in the amount of an additional 30% APV Standard Base Line rates for all long-term insurance products.
BUSINESS PERFORMANCE
Starting from your authorisation you are required to improve your skills in practice so you will be expected to:
The required level of business activity to meet company standards for performance and competency to achieve Competent Adviser Status is 2.000 APV a month for three months in a row. We understand that you wouldn’t be able to meet these criteria while in the Trainee Adviser position so you need to ensure that you will implement the Professional Development Plan to steadily improve your performance level.
BUSINESS QUALITY
Standard Business Quality should not exceed 5% lapses on both total business and annual rolling business.
RETENTION ACCOUNT
ProActivLife Limited will set up a Retention Account to mitigate the risk of claw-back liability. The amount of retention depends on your competency status, quality, and business performance.
Your retention account is set up on the level of 50% of your business during the Trainee Adviser period. We will revise the amount retained upon achievement of PreCAS. If you will satisfy business quality criteria then we will reduce the Retention Account to 20% and it will be backdated to the beginning of the contract. It means we will pay you back the difference upon achievement of PreCAS.
INTERMEDIARY CHARGE
We have a standard Intermediary Charge of £79 a month. This charge is for keeping your insurance adviser license active. This charge is waived for 3 months when you will be on the Trainee Programme.
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Document Name: ProActivLife Adviser Contract 2024.7
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