Introducer Appointed Representative Agreement

Last Updated: May 29, 2025

This Introducer Appointed Representative Agreement (“IAR 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 “Introducer”) with the Company Number and Company Address set forth in the Agreement. This IAR Agreement is effective on the Effective Date of the Agreement, unless this IAR 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 IAR Agreement and the Agreement, the provisions of this IAR Agreement will control. Capitalised terms used but not defined herein have the meanings given to them in the Agreement.

1. Defined Terms.

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

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

(c) FCA Register” means the public record of authorised persons and other bodies for which the FCA has regulatory responsibility under section 347 FSMA.

(d) "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. 

(e) "Financial Promotion" means an invitation or inducement to engage in investment activity as defined in section 21 of FSMA.

(f) FSMAmeans the UK Financial Services and Markets Act 2000 as amended from time to time.

(g) Introducer Appointed Representative” means an introducer appointed representative as defined in the FCA Rules.

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

2. Appointment and Scope. 

(a) The Principal will appoint the Introducer as an Introducer Appointed Representative for the Permitted Activities under this IAR Agreement. The Introducer will be an exempt person under Section 39 of FSMA in respect of those activities. The appointment of the Introducer will not take effect, and the Introducer will not be permitted to carry on the Permitted Activities under this IAR Agreement, until the Business Day following the date on which the Introducer is included in the FCA Register as Introducer of the Principal. The Introducer will not delegate any of its functions, duties, or obligations under this IAR Agreement without Affirm’s prior written approval. Except as expressly provided in this IAR Agreement, the Introducer 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 Introducer’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.

3. Introducer Obligations. The Introducer will:

(a) The Introducer 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 Introducer’s compliance with this IAR Agreement, including by accessing relevant records, information, and personnel involved in the Permitted Activities. The Introducer 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 Introducer 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 Introducer 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 Introducer will disclose to the Customer that it is the Principal's Introducer on all Customer-facing material relating to the Permitted Activities.

(d) The Introducer will, by the end of the Business Day following the date on which the Introducer becomes aware of a Customer complaint, refer to the Principal any complaints about (i) Non-Real Time Financial Promotions communicated by the Introducer 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 Introducer will promptly report to the Principal any event which might constitute a breach or suspected breach of this IAR Agreement.

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

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

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

4. Principal Obligations. The Principal accepts responsibility for the Permitted Activities under this IAR Agreement. The Principal will, to the extent required by Applicable Law, provide the Introducer 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 Introducer to perform the Permitted Activities.

5. 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 IAR Agreement.

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

6. Exclusivity. The Introducer 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 Introducer breaches this condition, this IAR Agreement will terminate immediately and the Principal will immediately cease to permit the Introducer to carry on the Permitted Activities. 

7. Termination.

(a) This IAR Agreement may be terminated in accordance with the termination provisions of the Merchant Agreement. In addition, either Party may terminate this IAR 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 IAR Agreement immediately upon written notice to the Introducer if : (i) the Introducer no longer satisfies the conditions for being an Introducer as set out in the FCA Rules; (ii) the Introducer 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 Introducer, (iv) the Introducer misrepresented, omitted, or falsified any information or documentation provided to the Principal; (v) the Introducer 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 Introducer violated Applicable Laws.

(c) The Introducer may terminate this IAR Agreement immediately upon written notice to the Principal if (i) the Principal misrepresented, omitted, or falsified information 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.

8. Consequences of Termination. Upon termination of this IAR Agreement:

(a) The Introducer will (i) no longer be an exempt person under section 39 of FSMA; (ii) transfer any outstanding obligations relating to Customers, or potential Customers, under this IAR 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 Introducer of the Principal and will no longer carry on the Permitted Activities.

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

9. Governing Law. Notwithstanding anything to the contrary in the Agreement, this IAR 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. 

10. Entire Agreement. This IAR 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 IAR Agreement.