Rubber Ring’s Appointed Representative (AR) Contract 2026
This is our standard AR Contract to be used in conjunction with an Insurance Partnership Agreement.
Contract for an Appointed Representative (AR)
Rubber Ring Financial Services Limited (the "Principal") and the "Appointed Representative”
Background
The Principal is authorised by the FCA to carry out regulated activities and wishes to appoint the Appointed Representative to act on its behalf for certain regulated activities, as defined under the Financial Services and Markets Act 2000 ("FSMA") and associated FCA rules. The Appointed Representative acknowledges the importance of maintaining full compliance with FCA Rules and other Applicable Laws and undertakes to perform its role diligently and responsibly.
1. Definitions
1.1. "FCA Rules" means the rules and guidance issued by the Financial Conduct Authority.
1.2. "Regulated Activities" means those activities specified in Schedule 1 of this Agreement, which the Appointed Representative is authorised to undertake on behalf of the Principal.
1.3. "Applicable Laws" means all laws, regulations, and guidance governing the activities under this Agreement, including but not limited to FSMA and FCA Rules.
1.4. "Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement.
2. Appointment and Scope
2.1. The Principal hereby appoints the Appointed Representative, and the Appointed Representative agrees, to act as its Appointed Representative for the purpose of conducting the Regulated Activities described in Schedule 1.
2.2. The Appointed Representative shall act solely within the scope of authority granted under this Agreement and shall not hold itself out as authorised to undertake any activities not expressly permitted by this Agreement.
2.3. The Appointed Representative shall not make any representations or provide any guarantees on behalf of the Principal except as specifically authorised in writing.
2.4. The Principal retains full responsibility for the Regulated Activities carried out by the Appointed Representative under this Agreement.
3. Obligations of the Principal
3.1. The Principal shall provide the Appointed Representative with comprehensive training, guidance, and resources to ensure compliance with Applicable Laws and FCA Rules.
3.2. The Principal shall:
a. Ensure all necessary notifications, approvals, and filings related to this Agreement are made to the FCA in a timely manner.
b. Monitor the Appointed Representative’s activities through appropriate systems, audits, and reviews to ensure compliance with FCA Rules.
c. Provide ongoing updates and policy amendments to the Appointed Representative as required to align with changes in regulations or guidance.
d. Amend its policies and procedures from time to time to ensure compliance with Applicable Laws and FCA Rules, and the Appointed Representative agrees to comply with such amended policies upon notification.
4. Obligations of the Appointed Representative
4.1. The Appointed Representative shall:
a. Fully comply with all Applicable Laws, FCA Rules, and the Principal’s policies and procedures as notified to it from time to time.
b. Carry out the Regulated Activities with due skill, care, diligence, and integrity.
c. Promptly report to the Principal any breaches or potential breaches of Applicable Laws or FCA Rules.
d. Maintain a high standard of customer care and ensure that all customers are treated fairly.
e. Notify the Principal promptly of any complaint relating to Regulated Activities and cooperate fully in the investigation and resolution of such complaints in accordance with the Principal’s complaints procedures.
4.2. Treating Customers Fairly: The Appointed Representative shall adopt the FCA’s principle of Treating Customers Fairly (TCF) in all aspects of its operations. This includes:
a. Ensuring that customers are provided with clear, accurate, and timely information to make informed decisions.
b. Designing and delivering services that meet the needs of customers in the identified target market.
c. Ensuring that customers do not face unreasonable barriers in accessing services or making complaints.
d. Taking proactive steps to identify and address potential risks of unfair treatment in the course of providing services.
4.3. Client Money:
a. The Appointed Representative shall not, under any circumstances, hold or handle client money, except in cases where risk transfer applies and is explicitly agreed in writing with the Principal. For the purposes of this Agreement, "client money" is as defined by FCA Rules.
b. Where risk transfer applies, any payments received by the Appointed Representative from customers in connection with the Regulated Activities will be treated as having been received on behalf of the Principal, in accordance with FCA Rules and the terms of the risk transfer arrangement.
c. Where risk transfer does not apply, payments due from customers in connection with the Regulated Activities must be paid directly to the Principal or into an account designated by the Principal, in accordance with the Principal’s instructions.
d. The Appointed Representative shall inform customers of these policies, including the applicability of risk transfer arrangements, and ensure that all payment processes comply with Applicable Laws and FCA Rules.
e. The Appointed Representative shall maintain clear and accurate records of all payments received and ensure these records are readily available for inspection by the Principal.
4.4. The Appointed Representative shall ensure that all employees and agents involved in the Regulated Activities are adequately trained and competent.
4.5. The Appointed Representative shall not:
a. Act beyond the authority granted under this Agreement.
b. Delegate or subcontract any obligations under this Agreement without the prior written consent of the Principal.
4.6. Regulatory Cooperation: The Appointed Representative shall cooperate fully with the Principal and, where required, the FCA in relation to any regulatory enquiries, investigations, information requests, or supervisory activity and shall promptly provide any information or access reasonably requested.
4.7. Data Protection: The Appointed Representative shall comply with all applicable data protection legislation including the UK GDPR and Data Protection Act 2018. The Appointed Representative shall notify the Principal without undue delay of any personal data breach relating to Regulated Activities.
4.8. Professional Indemnity Insurance: The Appointed Representative shall maintain adequate professional indemnity insurance appropriate to the nature and scale of its activities and shall provide evidence of such cover upon request.
5. Fees and Expenses
5.1. The Principal shall pay the Appointed Representative fees as set out in Insurance Partnership Agreement.
5.2. The Appointed Representative shall bear all its own operational expenses unless explicitly agreed otherwise in writing.
5.3. Any disputes over fees shall be resolved through the dispute resolution mechanism outlined in Clause 11.
6. Term and Termination
6.1 Term This Agreement shall commence on the date set out in the Insurance Partnership Agreement and shall continue unless and until terminated in accordance with this clause 6.
6.2 Termination on Notice Either party may terminate this Agreement on not less than 90 days’ written notice to the other party.
6.3 Immediate Termination by the Principal The Principal may terminate this Agreement with immediate effect by written notice if:
a) the Appointed Representative breaches any provision of this Agreement, FCA Rules or Applicable Laws;
b) the Appointed Representative commits any material breach which, if capable of remedy, is not remedied within 14 days of written notice;
c) the Appointed Representative becomes insolvent, ceases to trade, or enters into any arrangement with creditors;
d) any authorisation, approval or regulatory status required to perform the Regulated Activities is suspended, restricted or withdrawn;
e) there is a change of control of the Appointed Representative;
f) the Appointed Representative (or any of its controllers, directors or senior managers) commits fraud, dishonesty, a criminal offence (other than a minor road traffic offence), or acts in a manner which in the reasonable opinion of the Principal brings or is likely to bring the Principal into disrepute;
g) the Appointed Representative fails to cooperate with the Principal’s supervision, monitoring or regulatory obligations; or
h) a change in Applicable Laws or FCA Rules makes continuation of this Agreement unlawful or materially impracticable.
6.4 Immediate Termination by Either Party Either party may terminate this Agreement immediately if the other party becomes insolvent or has its regulatory authorisation revoked.
6.5 Effect of Termination Upon termination of this Agreement:
a) the Appointed Representative shall immediately cease carrying on all Regulated Activities on behalf of the Principal;
b) the Appointed Representative shall promptly return or securely destroy all Confidential Information, records and materials belonging to the Principal;
c) the Appointed Representative shall cooperate fully with the Principal to ensure an orderly transition and to enable the Principal to comply with its ongoing regulatory obligations; and
d) termination shall not affect any accrued rights or liabilities of either party arising prior to termination.
7. Record Keeping and Audit
7.1. The Appointed Representative shall maintain detailed and accurate records of all Regulated Activities conducted under this Agreement.
7.2. Such records shall be retained for a minimum of 5 years or as required by Applicable Laws, whichever is longer.
7.3. The Principal or its Appointed Representatives may conduct audits or inspections of the Appointed Representative’s premises, records, and operations upon reasonable notice to ensure compliance with this Agreement and Applicable Laws.
8. Confidentiality
8.1. Each party shall keep all Confidential Information confidential and use it solely for the purposes of performing its obligations under this Agreement.
8.2. Confidential Information shall not include information that:
a. Is publicly available through no fault of the receiving party.
b. Was lawfully known to the receiving party prior to disclosure.
c. Is disclosed as required by law or regulation.
8.3. This Clause 8 shall survive termination of this Agreement.
9. Intellectual Property
9.1. All Intellectual Property Rights in the Principal’s name, trading names, logos, branding, documents, materials, systems, processes, websites, marketing materials and templates (the “Principal IP”) shall remain the exclusive property of the Principal.
9.2. The Principal grants the Appointed Representative a non-exclusive, non-transferable, revocable licence to use the Principal IP solely for the purpose of carrying out the Regulated Activities under this Agreement and strictly in accordance with the Principal’s written instructions, brand guidelines and compliance requirements.
9.3. The Appointed Representative shall not alter, adapt, reproduce, distribute or otherwise use the Principal IP without the Principal’s prior written approval and shall not use the Principal IP in any manner that: a. exceeds the scope of authority granted under this Agreement; b. is misleading to customers; or c. breaches Applicable Laws or FCA Rules.
9.4. All Intellectual Property Rights created specifically for the Principal in connection with the Regulated Activities shall belong to the Principal upon creation. The Appointed Representative hereby assigns (by way of present and future assignment) all such rights to the Principal.
9.5. Nothing in this Agreement transfers ownership of either party’s pre-existing Intellectual Property Rights to the other.
9.6. Upon termination of this Agreement, the Appointed Representative shall immediately cease all use of the Principal IP and remove all references to the Principal from its premises, website, social media, marketing materials and communications.
9.7. This clause shall survive termination of this Agreement.
10. Liability and Indemnity
10.1. The Appointed Representative shall indemnify the Principal against any losses, damages, or claims arising from or in connection with its breach of this Agreement, FCA Rules, or Applicable Laws.
10.2. The Principal’s liability to the Appointed Representative under this Agreement shall be limited to direct losses and shall not include any indirect, consequential, or punitive damages.
11. Governing Law and Jurisdiction
11.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
11.2. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising under this Agreement.
12. Dispute Resolution
12.1. In the event of a dispute arising under this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiations.
12.2. If the dispute cannot be resolved through negotiation within [30] days, the parties may agree to submit the matter to mediation or arbitration before resorting to litigation.
Schedule 1: Regulated Activities
You are entitled to act as our Appointed Representative to the extent only that you are expressly authorised to do so under the terms of this agreement. The scope of your permission is outlined below. You are not permitted to carry on any of the activities described below until you are entered on the Register and have FCA approval for the appropriate Directors.
The Scope of Permission to transact business is limited to the following:
Non-Investment Insurance Contracts – Regulated Activity
You will ensure that all Insureds are given such information in writing to make them aware that you are acting as our Appointed Representative under this agreement. You must use the wording provided by us for this purpose.
You will not, without our prior written consent:
a. Advertise on our behalf, use our name, brand or trade names, trademarks or logos;
b. Use any trading styles or trade names of which we are not aware, and which do not appear on the FCA Register;
c. Delegate any of your responsibilities under this agreement to a third party;
d. Outsource any activity that may have a regulatory impact without our approval of the due diligence carried out;
e. Apply for or hold any agencies with any Insurers except with our written permission;
f. Seek to or agree to act as an Appointed Representative of any other Principal;
g. Apply for Authorisation in your own right without first seeking our permission in writing;
h. Conduct authorised activities other than as an exempt person as our Appointed Representative;
i. Appoint any sub-agents.
End.