These Terms and Conditions apply to all transactions between Jigsaw Finance Limited and all of its subsidiary companies (herein after called 'the Company') of Genesis Centre, North Staffs Business Park, Innovation Way, Stoke on Trent, ST6 4BF and you (herein after called 'The Introducer').
You acknowledge that you have provided us with the correct bank details for the purpose of paying finance advances to you by BACS or similar electronic transfer. You have indicated that you are an authorised signatory for the Introducer, by proceeding with this transaction. You have authorised the nominated finance company (herein after called 'the Lender') to make payment solely to the bank account information provided. The Company or Lender are not liable if it transpires that any monies should have been paid to a different account.
Company: Jigsaw Finance Ltd and any of its subsidiary Companies. Jigsaw Finance Ltd is authorised and regulated by the Financial Conduct Authority, Firm Reference Number 679612.
Lender: Any or all of the finance houses with which the Company transacts business, including the Company where it enters into an Agreement with a Customer.
Agreement: Any finance agreement between the Lender or the Company and the Customer relating to the sale/purchase or hire/hire purchase of a particular Asset proposed by the Introducer pursuant to these Terms and Conditions.
Asset: Vehicle or equipment to be bought by the Lender, or bought by the Company whether or not for onward sale to the Lender, to be provided to a Customer pursuant to a particular Agreement.
Customer: Customer as defined in a particular Agreement who will be utilising the Asset.
Invoice: An invoice relating to the sale of a particular Asset to the Lender, or to the Company whether or not for onward sale to the Lender, or to a Customer.
Data Protection legislation: Legislation protecting the "Personal Data" of natural persons, including in particular the Data Protection Act 2018 and any replacements to it and the UKGDPR, together with binding guidance and codes of practice issued from time to time by relevant supervisory authorities.
GDPR: Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016, as it forms part of the law of England and Wales, on the protection of natural persons with regard to the processing of "Personal Data" and on the free movement of such data including where applicable any local implement laws as updated from time to time.
Distance Selling: Business concluded with no face-to-face contact (via telephone, internet, or other means).
Introducer: The introducing dealer/ dealership.
Business Day: A day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Business Hours: Between 9:00am and 5:00pm on a Business Day.
In this agreement, unless the context otherwise requires, references to legislation are to that legislation as amended, extended, or re-enacted from time to time.
1.1. The Company and the Introducer will conduct their regulated activities in accordance with the rules and requirements of the relevant regulators and legislation. In particular, the Introducer will comply with all applicable law, regulation and official guidance including, without limitation, The Money Laundering and Terrorist Financing (Amendment) Regulations 2022, which amend the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; Data Protection Act 2018 incorporating UK GDPR; The Consumer Credit Act 1974, subject to any amendments or reforms enacted by Parliament; The Financial Services and Markets Act 2000, incorporating updates introduced by the Financial Services and Markets Act 2023; The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("CCRs") and the Financial Conduct Authority Handbook including the Consumer Credit Sourcebook (CONC) and any other relevant rules applicable to the Introducer’s activities (in any case, as amended or superseded from time to time), together with any subordinate legislation.
1.2. For the purpose of this agreement, the Introducer is at all times, acting as the agent of the relevant Customer and not the Company. The Introducer has no authority to act on behalf of the Company, unless otherwise expressly stated in writing. For the avoidance of doubt, the Introducer is solely responsible for the advice it gives to Customers.
1.3. The Company and the Introducer may, by agreement in writing only, vary the terms and conditions of this agreement at any time.
1.4. The Introducer shall immediately advise the Company, in writing, of any significant changes in their regulatory status, company structure, ownership or management.
1.5. Each party will fully and effectively indemnify the other party against any costs, losses, liability, or any expense which may be suffered by the other party directly or indirectly because of any regulatory or legislative breaches.
1.6. "Writing" or "written" shall be interpreted such that anything required to be done in writing or any notice required to be given in writing pursuant to these Terms and Conditions may be done by email.
1.7. Any document or correspondence sent in relation to these Terms and Conditions shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the relevant party’s address; or,
(b) if sent by first-class post, at 9.00am on the second Business Day after posting; or,
(c) if sent by email, at the commencement of Business Hours on the next Business Day after sending (whether or not the email was sent during Business Hours).
1.8. Clauses 1.6 and 1.7 do not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
2.1. The Introducer must take all reasonable steps to ensure the information provided on the proposal form is accurate and taken directly from the Customer.
2.2. In accordance with instructions which the Company's Lenders may issue from time to time, the Introducer shall take reasonable and appropriate steps to collect and verify information concerning the Customer's financial situation and resources to assist the Lender in assessing the creditworthiness of the Customer.
2.3. The Introducer must ensure the relevant disclosure to the Customer of the introduction to the Company as a credit broker, not a lender, where applicable. A copy of the Introducer's Fair Processing Notice, or the information contained in it, must be provided to the Customer, along with any commission disclosure. Fully informed consent must be obtained by the Introducer from the Customer in respect of any commission received.
2.4. The Introducer must notify the customer that credit searches with the relevant credit reference agencies may be made under their name by both the Company and its Lenders, a record of which will be shown in any later searches.
2.5. The Introducer must obtain the relevant written or verbal consent from the Customer for these credit searches to be completed. The Introducer will need to be able to demonstrate, where requested, the relevant consent has been captured.
2.6. When considering a prospective regulated credit agreement, the Introducer must ensure the Customer is provided with an adequate explanation of their prospective regulated credit agreement and that clear and appropriate pre-contract information is provided in good time before the regulated Agreement is made.
2.7. The Introducer must ensure that all finance documentation signed on trade premises is completed correctly and in accordance with instructions set out by the relevant Lender or the Company.
2.8. Where required by the Lender, the Introducer must post the original signed finance documentation, and any stipulated proofs, to the Company at Genesis Centre, North Staffs Business Park, Innovation Way, Stoke-On-Trent, ST6 4BF as soon as the Company instructs them to do so.
3.1. The proposed Asset must be the sole property of the Introducer and free of all charges, liens, and encumbrances.
3.2. The Introducer will sell the Asset to the Lender or the Company at the cash price stated on the Invoice including VAT. The description and cash price of the Asset as stated on the Invoice will be correct in all respects.
4.1. The Asset will be of satisfactory quality, fit for purpose, and comply in all respects with any representations or conditions or warranties, whether express or implied, made by the Introducer or any employee or agents of the Introducer.
4.2. The Introducer acknowledges that the purpose of the purchase of the Asset is for the entry into an agreement with a Customer, that the Customer will ordinarily be a consumer and accordingly warrants that the Asset being of satisfactory quality and fit for purpose is to be judged against the standards required by the Consumer Rights Act 2015.
4.3. Where the Asset is a motor vehicle it should have a valid MOT with a minimum of 6 months remaining, have been through a Pre-Delivery inspection and carry a suitable Mechanical/Electrical Warranty.
4.4. Where the Asset is a motor vehicle the Introducer warrants that it has not been modified since manufacture and such warranty shall be binding and effective save in the case of waiver in writing by the Company prior to any Agreement being made.
4.5. The Introducer will settle any existing finance agreement on the proposed Asset and clear title must be evidenced prior to payment being made by the Lender.
4.6. The Introducer will settle any liens and encumbrances on part exchange assets that are associated with the Agreement.
5.1. The Introducer understands that the Lender will purchase the Asset from the Introducer only if the Customer and the Lender enter into the Agreement. The Agreement shall be made when it has been signed by the Customer and Lender and the Lender has paid the Introducer for the Asset in full cleared funds. Title will pass to the Lender immediately on signature of the Agreement.
6.1. The Introducer shall deliver the Asset to the Customer as soon as the Agreement is made (as defined by Clause 5.1). Delivery for this purpose is delivery to the Customer's address as set out in the Agreement or collection by the Customer of the Asset from the Introducer's premises. Under no circumstances must the asset be delivered prior to the Agreement being made.
6.2. The Introducer must ensure that the Asset is only delivered (which for the avoidance of doubt, includes instances of delivery whereby the Customer takes possession at the Introducer's premises) to the Customer as named on the Finance Agreement. Before release of the Asset the Introducer must check the identity of the Customer by seeking photographic proof of identity (driving licence or passport) and taking all steps required to comply with Clauses 7.1 and 7.2. If the Introducer has any doubts as to the identity of the person seeking to take the Asset, the Introducer must telephone the Company on 01782 450745 and await instructions. In the event of the Introducer's breach of this Clause, the Introducer shall indemnify the Company for all losses on demand.
6.3. On payment of the purchase price as stipulated on the Invoice to you, we will instruct the customer to collect the vehicle from your premises. You must ensure that the vehicle is only delivered to the customer as named on the invoice and carry out reasonable checks (as specified to you by us from time to time) and act with due diligence to ensure that the customer is the person collecting the vehicle from your premises.
6.4. If, within 15 days after the Agreement is made the Customer has not collected the vehicle from you or once the Company advise you that the Customer is no longer proceeding with the Agreement (whichever is the earlier), the Introducer will within 5 days, repay the purchase price as stipulated on the Invoice to the Company or the Lender (as applicable) (the “Unwind Sum”) and repay any deposit directly to the Customer. Title to the Asset will only return to the Introducer once payment has been made.
6.5. The Introducer acknowledges and agrees to:
6.5.1. Co-operate fully and promptly in settling any dispute that may arise in connection with the Asset, or any description or representation regarding the Asset alleged to have been made by the Introducer.
6.5.2. Provide the Company with full and prompt co-operation and assistance in relation to any Customer Complaints and/or investigations by any statutory or other authorities, including without limitation by the Financial Ombudsman Service and the Financial Conduct Authority ("FCA")..
6.5.3. Pay the case fee for investigations accepted and made by the Financial Ombudsman Service and, where the Introducer's actions relating to Asset quality or mis-selling only, are cited by the Financial Ombudsman as being non-compliant and thus result in a loss to the Company or its funder to pay the cost of any loss including any compensation payable to the Customer.
6.6. Where a Customer asserts that an issue with an Asset exists such that the Customer seeks a repair, the Introducer has an obligation to repair or the Introducer has the option to repair, the Introducer shall;
6.6.1. Within 48 hours of notification of an issue with an Asset, acknowledge the alleged issue in writing to the Company;
6.6.2. Where the Introducer alleges that there is in fact no issue with the Asset, the Introducer is required to prove the absence of an issue to the satisfaction of the Company and where it fails to do so shall be required to proceed on the basis that the issue exists; and,
6.6.3. Complete any remedial works required to resolve the issue within 10 Business Days of being notified unless a longer period is expressly agreed in writing by the Company.
6.7. The Introducer will retain all documentation relating to the Asset, its condition, any notification of issues and any remedial works for a period of 6 years and will supply copies of any such documentation to the Company within 5 Business Days of receipt of a request.
7.1. Unless otherwise instructed in writing, the Company will always require proper verification of a Customer's identity and address in accordance with Anti Money Laundering ("AML") Regulations.
7.2. For the purpose of these Terms and Conditions, the following constitutes proper verification of the Customer's identify and address:
7.2.1. Where the Introducer has viewed the original photographic ID (driving licence or passport), along with any supporting proof of current address (Utility bill/bank statement); a copy of the photographic ID signed on behalf of the Introducer verifying it as a true copy of the original and that the photograph is a true depiction of the Customer whose details appear in the credit Agreement, together with a copy of the proof of current address. A copy of each must then be forwarded to the Company.
7.2.2. Where the Customer provides a copy of their photographic ID (driving licence or passport); a copy of that photographic ID along with a photograph of the Customer holding the original photographic ID for the Company to verify, together with proof of current address and an additional proof of current address (Utility bill/bank statement) where current address cannot be confirmed using the photographic ID). A copy of each must then be forwarded to the Company.
8.1. The standard model used by the Company is rate for risk, which is driven by the Company's scorecard, with a fixed commission payable (where applicable).
8.2. Where a bespoke fixed APR model is agreed between the Company and the Introducer, the rate and level of commission or fee payable will be detailed within a separate schedule.
8.3. Unless otherwise specified, commission payments will be made a month in arrears, on or around the 15th of the month.
8.4. In the event of early/partial settlement of an Agreement, all commissions paid to the Introducer will be debited back in line with the existing arrangement negotiated by the Company with the respective Lender.
8.5. In the event of fraud/litigation the Company reserves the right to debit back the commission in full subject to any other provisions of these Terms and Conditions.
8.6. The Company reserves the right to amend its rates and terms.
8.7. If the Introducer is at any time unsatisfied with amendments to rates and terms it may terminate the agreement pursuant to these Terms and Conditions forthwith by providing the Company with written notice.
8.8. If at any time the Company or Introducer terminate the trading relationship the above provisions relating to debit back will continue to apply for all Agreements made (or which the Company or a Lender was bound to make) prior to termination.
8.9. In the event of termination of this agreement, the Company shall pay all commissions due in accordance with these Terms and Conditions in relation to Agreements entered in to prior to termination.
9.1. The Money Laundering and Terrorist Financing (Amendment) Regulations 2022, which amend the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; The Anti-Bribery Act 2010; The Consumer Credit Act 1974, as amended, and any future reforms proposed by HM Treasury; The Financial Services and Markets Act 2000, incorporating updates introduced by the Financial Services and Markets Act 2023; The Financial Conduct Authority (FCA) Handbook, including Consumer Credit Sourcebook (CONC), Principles for Businesses (PRIN), and Senior Managers & Certification Regime (SM&CR) guidance; The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013; The UK GDPR and Data Protection Act 2018, as enforced by the Information Commissioner's Office (ICO).
9.2. Each party agrees to maintain current adequate and effective policies and procedures and carry out the relevant customer due diligence to mitigate any potential instances of Money Laundering and Fraud.
9.3. The Introducer will provide the Company with copies of its current policies and procedures, if requested.
9.4. Where feasible, the Introducer must ensure that it meets face-to-face with the Customer prior to the Customer signing the Agreement.
9.5. For any Distance Selling Agreements, the Introducer will always comply with the Financial Services (Distance Marketing) Regulations 2004 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 and any amendments thereof.
9.6. The Introducer must inform the Customer of their rights to a cooling off period and of any potential deductions for the use of goods during this cooling off period on any 'Distance Selling' Agreements.
9.7. The Introducer agrees to indemnify and keep indemnified the Company in full and on demand against all liabilities, losses, damages, demands, actions, proceedings, claims, costs, expenses, fines, charges, or settlements suffered or incurred by the Company arising out of or relating to its failure to provide the correct information, or the cooling off rights for Distance Selling to the Customer.
9.8. If the Customer notifies the Introducer of their wish to cancel the Agreement, the Introducer will immediately advise the Company accordingly and it will treat any request to cancel submitted by a Customer in person or over the telephone as a request equally valid to requests submitted in writing.
9.9. Where an Agreement has no right of cancellation but does have a right of withdrawal the Introducer will:
9.9.1. Immediately advise the Company accordingly treating any request to withdraw submitted by a Customer in person or over the telephone as a request equally valid to requests submitted in writing; and
9.9.2. If the Customer withdraws under the terms of the Agreement, and pays the Introducer direct for the Asset, the Introducer will immediately pass all monies received on to the Company.
9.10. Withdrawal or cancellation of a credit agreement (other than a loan agreement):
9.10.1. Where a Customer has entered into a credit agreement (other than a loan agreement) where the amount of credit does not exceed £60,260 and the customer exercises a right to withdraw under Section 66A of the Consumer Credit Act 1974 (CCA), then the Introducer shall pay to the Company the Unwind Sum within 5 Business Days in respect of the relevant Asset so long as the Customer fails to pay the sums due to the Lender under Section 66A(9) of the CCA. If the Unwind Sum is paid the Company, and the Customer later pays the sums due to the Lender under Section 66A(9) of the CCA, the Company will promptly repay the Unwind Sum back to the Introducer.
9.10.2. Where a Customer has entered into a credit agreement (other than a loan agreement) where the amount of credit exceeds £60,260 and has a right to cancel (either under the CCA, CONC or the Financial Services Distance Marketing Regulations 2004 (FSDMR), and exercises such a right then the Introducer shall pay to the Company the Unwind Sum within 5 Business Days in respect of the relevant Asset and promptly pay any deposit directly to the Customer. Title to the Asset will only return to the Introducer once the relevant payments have been made.
9.11. Where, in relation to any Agreement, a Customer exercises the right to reject an Asset that rejection shall be binding on the Introducer whether or not the Introducer is in any way responsible for the rejection and within 5 Business Days of the Company or Lender notifying the Introducer of the rejection, the Introducer shall pay to the Company the Unwind Fee.
9.12. Where, in relation to any Agreement, a Customer makes a complaint to the Financial Ombudsman Service (or any similar or successor body), the Introducer agrees to be bound by any decision made and to indemnify the Lender and Company in respect of any losses incurred as a consequence of the decision. Such losses shall be repayable within 5 Business Days of demand, including but not limited to the Unwind Fee, and compensation payable to the Customer or the cost of any repair(s) to the Asset.
10.1. Each party warrants and undertakes in respect of all Customer Data supplied, forwarded, received, or otherwise made available for the purpose of these Terms and Conditions:
10.1.1. To process the Customer's personal data and sensitive personal data in compliance with Data Protection legislation.
10.1.2. To provide the other with full co-operation and assistance in relation to any request made by an individual to have access to that personal data or sensitive personal data.
10.1.3. To comply with the provisions of the Data Protection legislation in relation to its performance of this agreement and ensure that it holds and, continues to hold for the duration of this agreement, a valid notification with the Information Commissioner and any other relevant licenses, authorisations and registrations as required by Data Protection legislation.
10.2. The Introducer agrees to indemnify and keep indemnified the Company (or any of its group companies or affiliates) in full and on demand against all liabilities, losses, damages, demands, actions, proceedings, claims, costs, expenses, fines, charges, or settlements suffered or incurred by the Company arising out of or relating to its breach of this clause or its negligence or wilful misconduct in the processing of customer data.
11.1. Either party may terminate the agreement formed pursuant to these Terms and Conditions by giving the other no less than 1 month's written notice.
11.2. Either party may terminate the agreement formed pursuant to these Terms and Conditions on written notice with immediate effect if:
11.2.1. Either party has reasonable grounds for suspecting the other party, or its employees, agents, appointed representatives are guilty of fraud, dishonesty, or poor administration.
11.2.2. Either party has breached any provisions of these Terms and Conditions and failed to remedy such breach within 7 days.
11.2.3. Either party becomes the subject of voluntary or involuntary rehabilitation of liquidation proceeding or becomes the subject of an action in bankruptcy or makes or proposes any composition with its creditors or otherwise acknowledge its insolvency.
11.2.4. Either part suspends payments or is unable to pay its debts in accordance with the Insolvency Act 1986.
11.3. The Company may terminate the agreement formed pursuant to these Terms and Conditions by written notice with immediate effect if:
11.3.1. The Introducer ceases to hold any necessary licence, consent, authorisation, or permission required under any applicable laws or if any regulatory action is taken or commenced against the Introducer, such as steps to revoke any authorisation, permission, licence, or consent.
11.3.2. The Introducer fails to repay any sum due to the Company under this agreement.
11.3.3. The Introducer ceases or threatens to cease to carry on business.
11.3.4. Any change to the Introducer's trading status results in a failure to meet the Company’s minimum due diligence criteria.
12.1. The Company will provide the Introducer and its employees with access to a proposal system. The Introducer is responsible for the security of any passwords and usernames that are provided to it or its employees and shall not disclose this information to any other person.
12.2. The Introducer must inform the Company immediately of the termination or resignation of any of its employees with system access.
13.1. Neither party shall use any of the other party's names, logos, or trademarks without its prior written consent. Such consent may be withdrawn at any time by the Company.
13.2. The provisions of this condition shall survive the expiry of termination of the agreement formed pursuant to these Terms and Conditions.
14.1. The agreement formed pursuant to these Terms and Conditions shall be governed by and interpreted in accordance with the laws of England and both parties hereto agree to submit to the exclusive jurisdiction of the English Courts.
14.2. These Terms and Conditions represent the entire agreement between the Parties.
14.3. Any variations these Terms and Conditions must be confirmed in writing and signed by both parties.
14.4. Where an Asset is sold to a Lender by the Introducer, the Lender may provide its own terms of purchase and in such circumstances, in the event of a conflict between these Terms and Conditions and Lender’s terms of purchase, the terms of purchase provided by the Lender shall prevail as between Lender and Introducer.
14.5. In all other circumstances, in particular as between the Introducer and Company, these Terms and Conditions shall prevail.
14.6. Both parties shall maintain procedures to ensure that they have in place arrangement for the identification and management of any conflict of interest that may arise.
14.7. No representations will be made by the Introducer or its employees or agents that are in any way inconsistent with these Terms and Conditions.
14.8. Subject to clause 14.9, the Company shall not be liable to the Introducer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise,
arising under or in connection with the agreement formed pursuant to these Terms and Conditions for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) storage or other costs associated with an Asset subject to this agreement being stored on the Introducer’s or third party premises;
(e) loss of damage to goodwill;
(f) loss of unforeseen damage or loss; and
(g) any indirect or consequential loss.
14.9. Subject to Clause 14.8, the Company’s total liability to the Introducer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the agreement formed pursuant to these Terms and Conditions shall be limited to £500.
14.10. All group companies of the Introducer that pass business to the Company will be bound by the above terms and obligations detailed in these Terms and Conditions and the Introducer agrees to indemnify the Company for any breach of these Terms and conditions by a group company of the Introducer.
14.11. The Introducer shall on a full indemnity basis pay to the Company on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on those costs and expenses) which the Company incurs in connection with the preservation, exercise or enforcement of any rights under or in connection with these Terms and Conditions or any attempt to do so, or any breach by the Introducer of these Terms and Conditions.
14.12. If the Introducer fails to make any payment due to the Company or a Lender under these Terms and Conditions by the due date for payment, then the Introducer shall pay default interest on the overdue amount at the rate of 3% per annum above the Bank of England’s base rate from time to time. Such default interest shall accrue on a daily basis, compounded monthly, from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Introducer shall make payment of interest pursuant to this Clause on demand.
Last updated: March 2025.