As a result of (any/the) Introducer utilising the conveyancing software they automatically accept these terms as and when varied at the discretion of the Provider

PARTIES

1) MY LEGAL CLUB LIMITED and any associated trading styles, not limited to but including, The Mortgage Broker Club and The Estate Agent Club incorporated and registered in England and Wales under company number 09750088 whose registered office is at 1st Floor, 20 Chapel Street, Liverpool, L3 9AG “The Provider”

2) “The Introducer(s)” being the individual, company, business, trading style, LLP, or other operation using the services and/or software in full or in part (not limited to but including mortgage brokers and estate agents)

DEFINITIONS (Schedule specific definitions included in each schedule)

1.1.      In this Agreement the following words will have the following meanings unless the context otherwise requires:

“Agreement (to include terms of use)”

This agreement including the Schedules annexed. This agreement/terms of use surpasses any previous agreements which are rendered void as a result of signing this agreement. Both parties confirm they have the relevant permissions to carry out this business and are registered with the Information Commissioners Office.

“Confidential Information”

(a)        information in Copies supplied by one party to the other that are marked as confidential;

(c)       all information in whatever form (including, without limitation, written, oral, visual or electronic form,) relating to the Product that is disclosed to the Firm or any of its representatives by the Provider or which comes to the Firm’s attention in connection with the Permitted Purpose; and

(d)        all information in whatever form (including without limitation written, oral, visual or electronic form,) relating to the business or affairs of the Firm or any company that is (or was at the date of this Agreement) in the Firm’s Group, that is disclosed to the Company or any of its representatives by the Firm which comes to the Provider’s attention in connection with the Permitted Purpose, but excludes Excluded Information

“Copies”

Copies of Confidential Information including any document, electronic file, note, extract, analysis, or any other way of representing or recording and recalling information which contains, reflects, or is derived from Confidential Information

“Excluded Information” information that:

(a)        is or subsequently becomes public knowledge other than as a direct or indirect result of the information being disclosed in breach of this Agreement;

(b)        either party can establish to the reasonable satisfaction of the other party was from a source not connected with the other party or its Group and that the source is not under any obligation of confidence in respect of the information;

(c)        either party can establish to the reasonable satisfaction of the other party was known to the first party before the date of this Agreement and that it was not under any obligation of confidence in respect of the information; or

(d)        the parties agree in writing that it is not confidential

“Data Protection Legislation”

Means (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR; (ii) the Data Protection Act 2018 and any other national implementing law, regulations and secondary legislation, as amended from time to time, in the UK and then (iii) any legislation directly applicable in the UK succeeding the GDPR or Data Protection Act 2018

“Firm/Solicitor”

Includes a Solicitors practice regulated by the SRA or licenced conveyancer regulated by the CLC on the Provider’s panel and referred to as a panel member.

“Group”

In relation to a company (wherever incorporated), that company, its subsidiaries any company of which it is a Subsidiary (its holding company) and any other Subsidiaries of any such holding company. Unless the context otherwise requires, the application of the definition of Group to any company at any time shall apply to the company as it is at that time

“Introducer”

A lender, mortgage broker, estate agent, and/or third-party partner who introduces clients they have retained and/or assist who also require a conveyancing quote via the Provider to then introduce to the client to the Provider’s partner firms

“Lead Generation”

Subject to the Provider’s discretion, online lead generation for mortgage brokers may be included within a package provided by a third-party. In such situations upon registering with the Provider, the Introducer consents to being introduced to the third-party lead generator(s). Lead generation is provided by the third-party lead generator directly to the mortgage broker with no involvement of the Provider. No liability, whether regulatory, contractual, obligations, attach to the Provider. The mortgage broker is under no obligation to receive leads from any third-party lead generator. No promises, guarantees, expectations results, or success can be guaranteed in respect of lead generation, and the relationship at all times is between the third-party lead generator and the mortgage broker. Further details can be located within the appropriate schedule.

“Legal Work”

Conveyancing and property related services not limited to but including conveyancing, remortgages, transfers of equity, commercial property

“MLC”

My Legal Club and any trading styles of My Legal Club Limited including the Mortgage Broker Club.

“MoU”

Means the Memorandum of Understanding on Data Sharing entered into between the Parties.

“Net Profit Costs”

Relates to the Firms fees charged to the Client, excluding disbursements, and includes all payments made by any or all parties including, but not limited to, the Claimant, or lender

“Parties”

The Introducer and Provider including all/any trading styles

“Permitted Purpose”

Considering, evaluating, and negotiating

“Personal Data”

Means personal data as defined in the Data Protection Legislation

“Product”

As defined in Background above

“Referral Fee(s)/Marketing Fee(s)”

A fee payable to the Introducer by the Provider where UK legislation allows the Introducer to receive such a fee, in matters where the Firm has engaged the Client in respect of legal work (e.g. not limited to but including conveyancing/remortgage legal work) as confirmed within the referral fee section within the software. If the Introducer is not entitled to receive a referral fee due to UK law (e.g. in the event of a referral fee ban to estate agents/brokers) they shall not request a fee and shall indemnify the Provider against any losses, fines, damage suffered as a result of any event where they request a referral fee and are not entitled to do so.

“Regulatory Requirements”

All applicable laws, regulations, directions, and SI’s in force or become in force

“SLA”

Service Level Agreement with the Firm and Provider

“Software”

Software nominated by the Provider for the onboarding of clients for legal quotations from panel member Firms. The software will also be used to provide access to milestone updates to the Introducer.

“SRA”

Solicitors Regulatory Authority

“Subsidiary”

As defined in section 1159 of the Companies Act 2006

SECTION 1

1.1       Clause headings will not affect the interpretation of this Agreement.

1.2       A person includes a corporate or unincorporated body.

1.3       A reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4       Writing or written includes email.

1.5       Words in the singular include the plural and, in the plural, include the singular.

1.6       No partnership or agency is created via this agreement and our services.

SECTION 2

2.The Introducer Obligations

2.1       i) The Introducer will request quotes from Firms from the Provider in the various legal areas (e.g. not limited to but including conveyancing) the Provider can assist within England & Wales.

ii) The Introducer shall also ensure they have inserted the correct referral fee request in the software. Once the solicitor is instructed there can be no amendments to the referral fee and therefore any errors made will be unable to be corrected once the solicitor is instructed.

2.2.      i) The Introducer shall obtain initial information from the client as to the nature of their enquiry including client consent to their details being passed on to the Provider in line with all GDPR and ICO requirements. The Introducer shall confirm to the client the name and details of the Provider to whom they are being introduced and ensure the Provider’s privacy terms are complied with.

ii) Where the Introducer seeks to utilise the conveyancing portal, they undertake to ensure they secure prior consent from all clients/parties to the conveyancing, ensure the Provider’s privacy terms are complied with, and make the clients aware, that their personal information and details are being forwarded to the Provider (and their necessary third-parties not limited to but including the conveyancing firms and Quote Xpress) to generate comparison conveyancing quotes, instruct conveyancing firms, and enable the Provider to monitor case updates, and the Provider be added to any client-facing app/software the conveyancing firm may operate. You agree to indemnify both the Provider and our panel solicitors/conveyancing firms against any breach and/or loss in this regard. All conveyancing introducers are reminded on every quote, prior to submission, of their responsibility to secure prior informed consent and are asked to tick a consent box prior to submission of the client’s details on a quote to confirm that the clients/parties to the conveyancing transaction have consented to their personal information being processed by us and the necessary third parties approved by us.

iii) Both your personal information, and the information relating to your clients, relates to our conveyancing services, and/or conveyancing portal, we use QuoteXpress® to store, process, and manage enquiries that are submitted through the conveyancing quote form and case updates. QuoteXpress is a tool provided by QuoteXpress Ltd (a company registered in England and Wales under company number 07791201). QuoteXpress Ltd in turn uses a number of third party providers in order to provide their service to us. By submitting a quote, instruction, etc, you confirm that you are happy with QuoteXpress Ltd and any necessary third parties processing your personal information and that of your clients.

2.3.       The Introducer shall not provide any advice whether verbal or written that would breach any regulatory requirements for the Provider or the Firm.

2.4.       Subject to the software being available the Introducer will use the software nominated by the Provider exclusively to secure conveyancing / remortgage quotes, onboard clients, and obtain updates on existing cases.

2.5       In the event of software unavailability for more than 1 working day then the Introducer is permitted to forward to the Provider, via secured online forms on the Provider’s requests for quotes. Further details would be provided by the Provider in respect of any such requirement.

2.6      The Introducer will ensure they:

  1. Allow their senior representatives to be available with enough notice to participate in calls or attend/ meetings with representatives of the Provider in order to discuss any issues or disputes;
  2. Inform the Provider of any complaint or communication it receives in respect of the Provider or Firm;

iii.         Ensure that any communication sent in error to the Provider/Firm is forwarded on at the earliest available opportunity;

  1. Do not act in any way that puts the Firm in breach of the Solicitors Code of Conduct and shall not acquire any clients in a way which if done by a Solicitor would be in breach of any of the rules of the code.
  2. Where the Introducer is a mortgage broker they shall ensure they hold all relevant authorisation from the FCA and permissions.

2.7       The Introducer will comply with the following, not limited to but including, GDPR 2018, BCA, and the CAP Code;

  1. Not engage in any activity that would comprise a breach by the Provider or cause the Firm to commit a breach under the Regulatory Requirements including but not limited to publicity and the Provider shall not, without limitation and without prejudice to the generality of the foregoing publicise its business or services by means of unsolicited telephone calls to members of the public or unsolicited approaches in person to members of the public;
  2. any regulations made under the Consumer Credit Act 1974 as amended by the Consumer Credit Act 2000 concerning the content of advertisements;
  3. the Control of Misleading Advertisement (Amendment) Regulations 2003 (SI2000/914)
  4. E-Commerce Directive 2000/31/EC and the Electronic Commerce (EC Directive) Regulations 2002 (SI2002/2013); and
  5. The Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011.

2.8                   i) The Introducer understands that the Provider is only liable for any or all referral fees/marketing fees which are transferred after successful completion of a case by the Firm, where the client has paid the Firm, the Provider has received cleared funds from the Firm to the Provider in full in respect of cases specifically relating to the Introducer.

ii) Where there is a shortfall or non-payment by the Firm the Provider shall not be liable.

iii) The Introducer will confirm to the client(s) that a referral fee is payable to My Legal Club Limited, which the Introducer also benefits from, and will be confirmed by the Firm within the Firm’s client care/sign up pack with the client(s).

iv) The Introducer shall support the Provider in any legal action against a panel member Firm for any unpaid fees. This may include, disclosure of documents, information, evidence to support a legal action against the panel member Firm, but not including any financial support in the form of issue fees, legal costs, legal cost indemnity, etc.

2.9       Any proposed fee(s) is/are only payable to the Introducer once the Provider is in receipt of cleared funds, in full, from the panel member Firm after a successful completion(s), where the client has paid the Firm in full, and in accordance with the Schedules attached to these terms.

2.10      Your username and password are personal to you and are not transferable. You will have access to a private account on the website you registered with us originally and this will provide you with access to the conveyancing portal also. Your account information, login, and password are strictly confidential, and you must not disclose it to anyone else. Your billing details and private information can be amended via your account and for this reason you are responsible for all usage of your username and password, whether you authorised it or not, unless we caused any breach.

2.11    The Introducer is responsible for ensuring their account information is correct and up to date. No refunds will be made where the reason for not receiving a payment is a failure to ensure we hold correct account information.

2.12       The Introducer shall not make any derogatory, negative, malicious, defamatory, or offensive statements about the Provider, any Firm, or third-party supplier, not limited to but including forums, social media, or online. Any complaints or issues should be communicated directly to the Provider.

2.13      The Introducer shall ensure that all information inputted in to a conveyancing quote, or instruction, is accurate

2.14      The Introducer shall indemnify the Provider against any liability, regulatory investigation, loss relating to these terms and our privacy policy.

2.15       The Introducer is not a servant/agent of the Provider and shall not be entitled nor shall they communicate, make statements, claims, promises, or commitments in respect of the system, software, service, or performance of the Provider and/or Firms.

2.16      The Introducer automatically accepts and agrees the agreement/terms of use upon registering for the service, accepting an/any invitation to the portal, placing any conveyancing quote calculator on a website/app/digital service, logging in to the software, requesting quotes using the Provider’s service on an ongoing basis.

2.17    The Introducer confirms that where they require a referral fee above £200 (two-hundred pounds), either on a specific case or on an ongoing basis, they shall contact the Provider and confirm a) the sum of the referral fee and b) seek Provider consent of the same, and c) follow all instructions in respect of which Firm’s apply to said referral fees.

2.18    The Introducer acknowledges, understands, and agrees all the Schedules.

SECTION 3

The Provider’s Obligations

3.1       The Provider endeavours that:

  1. Software is made available to the Provider to enable the Introducer to secure conveyancing/remortgage quotes, onboard clients, and obtain updates on existing cases.
  2. In the event of software unavailability for more than 1 working day the Provider shall endeavour to arrange alternative solutions via the Provider’s website.

iii.         All relevant members of staff have been trained and advised of how to handle the legal enquiries, and how to operate during the life span of the matter.

3.2       The Provider shall ensure that they are open to receive legal enquiries from the Introducer during their usual working hours.

3.3       The Provider shall respond to communications from the Introducer in a timely fashion and as quickly as possible.

3.4       The Provider shall ensure that all panel member firms sign the SLA and commercial agreements confirming the requirement upon them to provide appropriate case updates via either a) the software provided by the Provider’s nominated partner and/or b) any means appropriate in the event of a software being unavailable or failure e.g. in the absence of the software regular spreadsheet reports, or other suitable alternatives will be provided by the Provider to the Introducer.

3.5       The Firm has a regulatory duty in line with their SRA Regulation to provide all Clients referred to it with all information relevant to the Client concerning the referral and the fact that the Provider has a financial arrangement with the Firm. Such information shall include at a minimum:

(a)        that a fixed fee or percentage fee (as the case may be) shall be paid to the Provider out of the fees received by the Firm; and

(b)        that the Client shall not pay any additional amount, over and above what that it will pay for the Firms’ fees.

3.6       The Provider will endeavour to provide all clients referred by the Introducer, with discretionary benefits, who then go on to sign terms of business with a panel member Firm of the Provider, (e.g. Online Discount Club enabling savings with leading UK retailers, etc ). Should the Provider be unable to provide any of the free benefits they will endeavour to advise the Introducer as soon as possible to prevent and/or reduce the possibility of misinformation being provided to clients.

3.7         The Provider reserves the right to alter, amend, change the software, and can not confirm the availability of certain features which may be subject to change either in layout, visibility, availability, execution.

3.8         The Provider from time to time will need to update all Introducers in respect of changes to the software and operation and will update Introducers via email.

3.9         The nature of any up front, monthly, or back end fee payable to the Provider by the Introducer is subject to change at the discretion of the Provider and/or as and when informed by the Firms.  The Provider will endeavour to communicate this to the Introducers as soon as possible.

3.10       The Provider has the right to suspend, disable, and terminate any account, at any time, at our discretion.

SECTION 4

Confidentiality Obligations

4.1.         In return for the parties giving each other Confidential Information, each party shall:

4.2       use it only for the Permitted Purpose; and

4.3       not disclose it to anyone (or allow it to be disclosed) or make Copies of it unless permitted by this Agreement.

4.4       The Introducer/user shall not take screenshots, copy, transfer, or share our terms, systems, or any of our intellectual property.

SECTION 5

Permitted Disclosure

5.1          Each party may disclose Confidential Information to:

5.2       such officers and employees of its Group as are strictly necessary for the Permitted Purpose;

5.3       professional advisers or consultants engaged to advise it in connection with the Permitted Purpose;

5.4       principal bankers and potential investors and their professional advisers or consultants for securing financing in relation to the Permitted Purpose; and

5.5       people whom the other party agrees in writing may receive the information.

5.6       Each party shall inform anyone to whom it discloses Confidential Information that the information is confidential and procure that anyone to whom it discloses the Confidential Information complies with this Agreement as if they were a party.

SECTION 6

Forced Disclosure

6.1         Each party may disclose Confidential Information to the minimum extent required by:

6.2       any order of any court of competent jurisdiction or any competent judicial, governmental, or regulatory body; or

6.3       the laws or regulations of any country with jurisdiction over the affairs of any company within its Group (provided that, in the case of any disclosure under the Freedom of Information Act 2000, none of the exemptions to that Act applies to the information disclosed).

SECTION 7

Time & Notice

7.1       There is no minimum term.

7.2       The Introducer may access the software as and when they choose.

7.3       Either party shall be entitled to terminate the Agreement by written notice if:

  1. An administrator or insolvency practitioner or receiver is appointed in respect of either party or a party enters liquidation;
  2. One of the parties threatens to cease trading;

iii.         The other party commits a material breach of the agreement.

7.4       Any notice shall be in writing and given by hand, post or email to the last known address, email address, unless alternative information has been provided by the other party.

7.5       Notice will be deemed to have been served if:

Personally delivered;

After 72 hours have elapsed from postage of a letter;

The same day that an email has been sent.

SECTION 8

Disclaimer and Warranty

8.1       No rights or obligations in Confidential Information are granted other than as expressly provided under this Agreement.

8.2       Each party warrants its right to disclose Confidential Information and to authorise the use by the other or by third parties in accordance with the terms of this Agreement of the Confidential Information for the Permitted Purpose.

SECTION 9

Whole Agreement and Conduct of Negotiations

9.1       This Agreement constitutes the whole agreement between the parties and supersedes any arrangements, understanding or previous agreement between them relating to the subject matter covered by this Agreement.

SECTION 10

Costs

10.1 Unless otherwise provided, all costs in connection with the negotiation, preparation, execution and performance of this Agreement, and any documents referred to in it, shall be borne by the party that incurred the costs.

SECTION 11

Assignment

11.1 The parties may assign its rights to any member of its Group who shall be entitled to enforce this agreement as if it were the Company.

SECTION 12

Third Party Rights

12.1 This Agreement is made for the benefit of the parties to it and their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

SECTION 13

Severance

13.1  If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

13.2 If any invalid, unenforceable or illegal provision would be valid, enforceable, or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

SECTION 14

Variation and Waiver

14.1      The Provider is entitled to amend the terms of service and use at their discretion and on occasions may be forced to do so via third parties, e.g. because of government reform, panel firms, regulators, etc. Any significant changes to the terms and/or operational aspects will eb confirmed by the Provider in writing.

14.2 No failure to exercise or delay in exercising any right or remedy provided under this agreement

or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or

in part thereof.

SECTION 15

Data Protection

15.1     The parties shall enter into the MoU on or around the date of this agreement and comply with its terms in respect of all Personal Data shared under this agreement.

15.2      The Introducer confirms they have their client’s express permission to request quotes for legal services prior to operating any of our services. The Introducer and client consent to the Firm receiving the relevant information associated with the quote and to the Provider issuing the client directly with their benefits and rewards when a client signs the Firm’s terms of business.

SECTION 16

Limit of Liability

16.1     Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a)        death or personal injury caused by negligence;

(b)        fraud or fraudulent misrepresentation; and

(c)        breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

16.2      The Provider is not liable for any loss of profit, loss of business, loss of income, loss of business opportunity or repeat business, loss of or damage to reputation, and/or goodwill or loss of data.

16.3     The Provider is not liable for the services, pricing, performance, and/or conduct of the Firms.

SECTION 17

Governing Law and Jurisdiction

This Agreement and all disputes and claims arising out of or in connection with its subject matter are

governed by and construed in accordance with the law of England and the parties irrevocably agree

that the courts of England have non-exclusive jurisdiction to settle any dispute that arises out of or in connection with this Agreement.

Schedule 1 – Copy of the Service Levels of solicitor panel members

You = the conveyancing Firm

The Introducer hereby agrees and accepts the Service Levels to be complied with by the Firm:

New Referrals

  1. a) On receipt of a Referral you will make initial contact with the Client within 4 working hours of receipt and ideally on the same day the referral is received. g. If a referral is received at 4pm the client may be contacted the following morning. The initial contact will set out details of your standard terms and conditions; confirmation of the fees and disbursements for the transaction; details of your firm together with contact details; and advice on the next step in the process.
  2. b) Initial contact means a telephone call to the client followed by an email.
  3. c) There shall be no hidden fees and quotes shall include a breakdown of your costs, disbursements, and VAT.
  4. d) Quotes shall be fixed fee and freely provided with no-obligation
  5. Client Response Rate

Client Response Rate

You will respond to the Client within the following timescales

2.1   Telephone – within 8 working hours

2.2   Email – on the same working day as received

2.3   Letter and Faxes – by the next working day

Updates

You will use the software and links provided by My Legal Club to ensure My Legal Club and its partners receive live feeds updating the parties on the key stages of the case, e.g. client sign -up etc. My Legal Club solicitors are committed to the most efficient turnaround times in the industry with no reduction in customer service and quality of work. My Legal Club reserves the right to confirm, or agree to, an alternative form of updating system or process.

Quality of Work

Conveyancing will be carried out by or under the direct supervision of a designated fee earner or partner with reasonable care and skill and by suitably qualified skilled and experienced personnel.  All work will be carried out in accordance with the current standards set by the Law Society and/or Solicitors Regulation Authority.

You accept that under the terms of the My Legal Club agreement you can be removed from the panel for breaches of the SLA or at the discretion of My Legal Club.

Working Hours

You will operate within your usual working hours.

Resources/capacity

You will ensure that you have adequate qualified cover in the event of absence of personnel through holiday or sickness.

You will inform us of any changes within the firm or any changes to any of the processes within the firm that may affect the speed or quality of the Conveyancing undertaken by the firm.

General Data Protection Regulation (GDPR)

You will at all times comply with all aspects of GDPR.

Solicitors Code of Conduct

You will at all times comply with all aspects of the current Solicitors Code of Conduct issued by the Law Society and/or the Solicitors Regulation Authority.

Schedule 2 – Fees – Conveyancing / Legal

Section A: Referral Fees – Legal fees connected with successful client referrals for legal work via the Provider payable to the Introducer

The Introducer will be able to confirm a referral fee on the software after obtaining a quote. The Referral Fee selected shall be payable, in line with the terms of this Agreement, such fees non-exclusive of VAT:

  1. Remortgage = Selected via the software by the Introducer in line with the referral fee caps outlined within Section 2
  2. Transfer of Equity = Selected via the software by the Introducer in line with the referral fee caps outlined within Section 2
  3. Conveyancing (Residential) = Selected via the software by the Introducer in line with the referral fee caps outlined within Section 2
  4. Any other legal services with quote calculators as and when available e.g. wills & probate – where there may be a fixed referral fee available rather than selective.
  5. Commercial Property = At the discretion of the Provider
  6. Equity Release = At the discretion of the Provider – any equity release broker should contact the Provider prior to submission of a quote to better understand individual marketing agreements with Firms.

Section B: Payment terms: Referral Fee to Introducer

  1. When the Firm receives net profit costs then the back – end referral fee shall be payable.
  2. Payments are due from the panel member Firms within 14 days of completion.
  3. If a Friday is a bank holiday or the office is closed for whatever reason the payment will be due on the next working day.
  4. In the event, a retained client does not complete, or the Firm’s fees are not paid by the client upon completion, then no back–end referral fee will be payable.
  5. Payments due to the Introducer shall be paid by electronic bank transfer/BACS/CHAPS direct to the bank account you specified when you registered originally, and/or via email, and/or via a blank invoice emailed to the Provider.
  6. Payments to the Introducer will be made as soon as possible and only after we are in receipt of cleared funds from the Firm.
  7. If the Firm does not pay the Provider there is no liability upon the Provider.
  8. There is only a liability to the Introducer if and when the Provider is in receipt of cleared funds, in full from the Firm.
  9. We will endeavour to perform weekly payment runs in arrears to Introducers and within 14-days of receipt of cleared funds in full from the Firm.
  10. No refunds or credit shall be granted where the Introducer has provided incorrect bank details and/or not kept their bank details up to date with the Provider resulting in the Introducer not receiving the referral fee(s)
  11. Where, at the Provider’s discretion, a referral fee is paid by the Provider to an Introducer in advance of receipt of funds to the Provider from the Firm, and where the Provider does not receive payment from the Firm for any reason, such fees can be offset against future referral fees due to the Introducer, at the complete discretion of the Provider.