Terms & Conditions

1. Interpretation

 In this Agreement:

1.      a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;

1.1.      a reference to this Agreement includes its schedules, appendices, and annexes (if any);

1.2.      the table of contents, background section and any clause, or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement;

1.3.      a reference to a ‘party’ includes that party’s personal representatives, successors, and permitted assigns;

1.4.      a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality), and that person’s personal representatives, successors, and permitted assigns;

1.5.      a reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.6.      a reference to a gender includes each other gender;

1.7.      words in the singular include the plural and vice versa;

1.8.      any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’, or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition, or description preceding those words;

1.9.    a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;

1.10.    a reference to legislation includes all subordinate legislation made and in force as at the date of this Agreement under that legislation; and

1.11.    a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.

2. The Introducer’s Dealings with Toucan Blue Ltd

2.1. Toucan Blue Ltd and the Introducer warrant to each other that they each have full power and authority to enter and perform this Agreement. 

2.2. Toucan Blue Ltd and the Introducer shall always act in accordance with all applicable laws and regulations (which for the avoidance of doubt includes FSMA, the Regulatory Rules and any other relevant guidance or code of practice, in respect of all activities conducted under this Agreement). 

2.3. The Introducer shall, always, act in a manner which upholds the good reputation of Toucan Blue Ltd in all its dealings with Clients. 

2.4. The Introducer will ensure that all Clients have agreed that the Introducer may affect an Introduction. 

2.5. The Introducer will disclose to the Client, in writing, details of any fees, commissions, or other benefits received about any Introduction. 

2.6. The Introducer will keep a record of such disclosures and will make such record available to Toucan Blue Ltd for inspection within two Business Days of such a request. These records will be retained by the Introducer indefinitely. 

2.7. The Introducer shall co-operate fully in any investigation of complaints concerning any Client or related matters. 

2.8. The Introducer shall allow Toucan Blue Ltd access to all information relevant to the Clients, subject to the Introducer obtaining the Client’s consent and any applicable laws and regulations. 

3. Introducer’s Warranties

3.1. If the Introducer undertakes any regulated activities as defined by the FSMA, the Introducer is wholly responsible for ensuring that it obtains and maintains authorisation and the relevant Regulatory Consents to carry out such regulated activities.

3.2. To the extent that the Money Laundering Regulation Rules apply to the Introducer, the Introducer has conducted its business in compliance with such Money Laundering Regulations.

3.3. The Introducer warrants that it has full power and authority to affect an Introduction and has and will retain throughout the period of this agreement all necessary Regulatory Consents allowing it to do so.

3.4. The Introducer will produce to Toucan Blue Ltd at Toucan Blue Ltd’s requests a copy of the latest version of any Regulatory Consent.

3.5. The Introducer agrees to notify Toucan Blue Ltd in writing if any Regulatory Consent is cancelled or withdrawn or expires or is made subject to conditions that would or may prejudice the carrying out of any of the obligations under this Agreement.

3.6. The Introducer shall keep appropriate records to evidence compliance with clauses 3.1, 3.2, 3.3, and 3.4 above and make these records available to Toucan Blue Ltd or the Regulator if requested, within two Business Days of such a request.

3.7. The Introducer shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anticorruption (Relevant Requirements), including but not limited to the Bribery Act 2010 (BA 2010).

3.8. The Introducer shall not engage in any activity, practice, or conduct outside the UK which would constitute an offence under sections 1, 2, or 6 of the BA 2010 if such activity, practice, or conduct had been carried out inside the UK.

4. Scope of the Services and Remuneration

4.1. The Introducer has agreed to make Introductions. 

4.2. The Introducer agrees that any Client referred to the Supplier will not be an Affiliate of the Introducer.

4.3. The Introducer will send to Toucan Blue Ltd, either by telephone or e-mail, if by telephone followed by email to confirm the details of the Client’s name, address, and telephone number together with any additional information that may have been acquired or requested by Toucan Blue Ltd. 

4.4. The Introducer will be responsible for obtaining the Client’s permission for their details to be passed to Toucan Blue Ltd. 

4.5. The Introducer shall confirm in writing to Toucan Blue Ltd that the Client has agreed to allow their personal information to be passed on to Toucan Blue Ltd and both parties shall adhere to their respective responsibilities under the General Data Protection Regulation (GDPR) and any guidance issued by the Information Commissioner. 

4.6. If a Client becomes a Confirmed Client and Toucan Blue Ltd has received the final fee, Toucan Blue Ltd shall pay to the Introducer an agreed sum. Payment shall be made to the Introducer by way of a credit to the Introducer’s nominated account held with Toucan Blue Ltd. 

4.7. Should Toucan Blue Ltd reclaim any part of any fee already paid to the Introducer, for whatever reason, the Introducer will repay this to Toucan Blue Ltd within fourteen Business Days of demand. The demand may be delivered by hand or will be assumed to have been delivered within two calendar days of dispatch of a correctly addressed letter to the Introducer’s last known address or by email where there is no bounced back email received by reason of non-delivery or out of office. A no reply to Toucan Blue Ltd’s email will be considered as a no objection and deemed acceptance. Alternatively, at Toucan Blue Ltd’s sole discretion, Toucan Blue Ltd may set off an amount equal to any reclaimed fee against future fee payments.

5. Duration and Termination

5.1. This Agreement shall be effective from the date of signing and continue until either party terminates in accordance with clause 6.2 below. 

5.2. Either party, giving notice in writing to the other, may terminate this Agreement without penalty or prejudice to the rights or obligations of either party in respect of Introductions already effected and transactions already completed by Toucan Blue Ltd for Confirmed Clients. 

5.3. Toucan Blue Ltd shall be entitled to terminate this Agreement with immediate effect if the Introducer: 

(a) is in breach of any of its obligations hereunder and, where that breach is capable of remedy, fails to remedy that breach within seven Business Days of the giving of a notice specifying that breach, and requiring it to be remedied;

(b) goes into liquidation or has a liquidator or receiver or administrator appointed over any of its assets or calls a meeting of its creditors; 

(c) being an individual, is declared bankrupt; 

(d) has had a Regulatory Consent required for the performance of its obligations under this Agreement cancelled, withdrawn, or made subject to any condition which is unacceptable to the other party;

 (e) commits any action that the Toucan Blue Ltd deems may bring Toucan Blue Ltd into disrepute, where the termination is at the sole discretion of Toucan Blue Ltd without burden of proof;

 (f) is judged by pre-agreed targets to have performed below expectations at a set date of review. 

6. Notifiable Events

The Introducer will notify Toucan Blue Ltd immediately if it becomes aware of any disciplinary action or investigation planned, requested, or conducted by any Regulator, relating in any way to the Introducer or any of its representatives. 

7. Data Protection

7.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 8 does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation. In this Clause 8, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the UK Data Protection Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

7.2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Introducer is the controller, and the Supplier is the processor.

7.3. Without prejudice to the generality of Clause 8.1, the Introducer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of the Contract.

7.4. Either party may, at any time on not less than 30 calendar days’ notice, revise this Clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

7.5. The Introducer also agrees that data can be shared with all trusted partners of Toucan Blue Ltd for the purposes of likely future benefits to be gained by the Introducer.

8. Intellectual Property Rights

8.1. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Toucan Blue Ltd.

8.2. The Introducer grants Toucan Blue Ltd a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Introducer to Toucan Blue Ltd for the term of the Contract for the purpose of providing the Services to the Introducer.

9. General Terms and Conditions

9.1. This Agreement comprises the entire agreement between the parties in relation to the matters referred to herein and supersedes any previous agreement or arrangement between the parties hereto or in relation to the subject matter of the agreement. 

9.2. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of the Agreement. 

9.3. Any person, or persons, referred by the Client to Toucan Blue Ltd, are not subject to this Agreement and in such circumstances the Introducer is not entitled to receive remuneration. 

9.4. If any clause, or clauses, in the Agreement is/are found to be unenforceable the remaining clauses in the Agreement shall not be treated as void or voidable. 

9.5. In the event of a dispute arising between Toucan Blue Ltd and the Introducer talks will be held to try to reach a mutual agreement, however if this fails the dispute will be referred to an arbitrator.  

9.6. Toucan Blue Ltd reserves the right to vary the terms and conditions of the Agreement subject to 1 months’ notice in writing being delivered to the Introducer’s last known address. 

9.7. This Agreement shall be construed according to and governed by the law of England and Wales and each of the parties submits to the non-exclusive jurisdiction of the English and Welsh courts.