Our regulatory adviser handles the licence. Nobody handles everything else.
There is a commercial layer beside the regulated one: partner agreements, banking relationships, outsourcing schedules, customer terms, the compliance operations that make the licence survivable. We run that. Most FinTechs are well served on the regulated question and badly served on everything around it. A law firm or a compliance consultancy answers the licensing question properly, submits the application, advises on permissions, and then stops. What remains is the ordinary commercial life of a business that happens to be regulated, and it is usually held by a founder, a COO or a finance lead who has other work. That gap is not a theoretical risk. It shows up as a partner agreement signed at speed to get a launch away, with obligations allocated to whichever side had less leverage rather than to whichever side can actually perform them. It shows up as an outsourcing schedule that would not survive a supervisory visit because the exit plan was never written. It shows up as a set of customer terms that were drafted for one product and are now carrying three. The cost is rarely a fine. It is slower deals, a partner bank that turns cautious at renewal, an enterprise customer whose procurement team stalls on liability, and a diligence process that takes a quarter instead of a month. We hold that layer as a retained function rather than a series of instructions. That means the contracts, the register of who owes what to whom, the renewal and change-of-control calendar, the compliance rhythm, and the escalation when something goes wrong. The regulatory adviser keeps the licence. We keep everything the licence has to be operated through.
Dinmore Bell owns the commercial layer alongside a FinTech’s regulated one: customer and partner contracts, outsourcing and infrastructure agreements, employment, intellectual property and corporate work. Licensing, permissions, approved-person applications and prudential matters sit with the regulated specialists it instructs and coordinates.
How we own it
Commercial contracts in a regulated frame
Partner, agent, introducer and BaaS agreements written so the regulatory obligations sit with whoever can actually perform them. In practice that means reading the permissions before the commercials: an agreement that allocates a customer due diligence obligation to a distribution partner with no compliance function has not moved the risk, it has created two. We negotiate the allocation, the audit and information rights that let you evidence performance, the liability position for regulatory breach as distinct from ordinary default, and the exit terms. We also read the ones you have already signed and tell you plainly which of them you would not sign again, which is usually the more useful piece of work.
Outsourcing and third parties
Due diligence, exit plans and material-outsourcing schedules that a regulator will accept, maintained rather than filed. The obligation is continuous and the documentation almost never is: the register is built at application and then drifts as engineering changes providers. We keep the inventory current, classify what is genuinely material, hold the exit plan so it describes something the business could actually do, and run the annual review as a diary item rather than a fire drill. Where a provider will not accept the audit or sub-outsourcing terms the position requires, we negotiate it or we tell you what you are accepting instead.
Compliance operations
Registers, training, incident logging, customer complaints and the evidence pack, run as a function. Policy documents are the easy part and the part most firms already have. What supervision actually looks for is evidence that the policy describes what the business does: dated training records, a complaints log with outcomes and root causes, a breach register with decisions recorded at the time rather than reconstructed afterwards. We run that rhythm month by month, so the evidence pack exists before anybody asks for it and the answer to a supervisory question is a document rather than a fortnight of work.
People, permissions and the employment side
A regulated business employs people whose contracts have to do more than an ordinary one. Senior managers carry personal responsibility, certification and fitness assessments need evidencing annually, and regulatory references have to be given and taken properly. We write the contracts and handbooks, hold the certification calendar, handle the reference requests in both directions, and manage exits where a conduct question is involved. We also handle the ordinary employment work beside it, because a FinTech with sixty people has the same grievances, restructures and family leave questions as any other business of that size.
Money flow, safeguarding and the customer terms
Where customer money moves, the contract stack has to agree with the operational reality: who holds funds, in whose name, on what trigger they are released, and what happens on insolvency at every link in the chain. We map the flow against the agreements, put the safeguarding arrangements and account terms in writing with the institutions holding the money, and align the customer-facing terms with what the back end actually does. Where the product changes, we change the terms with it, rather than leaving one set of conditions to cover three generations of a proposition.
Corporate structure and the investor layer
FinTechs raise often, expand across borders early, and end up with a group whose structure was decided by circumstance. We hold the corporate work: share classes and option schemes, intra-group agreements between the regulated entity and everything else, change-of-control notifications the permissions require, and the diligence file kept current between rounds. For groups operating in both the UK and the UAE, we run one function across both, which is the position most founder-led FinTechs in that corridor find hardest to staff.
Disputes, chargebacks and recovery
Payment businesses generate disputes at volume: chargebacks, partner failures, merchants who dispute a deduction, suppliers who miss an obligation that had a regulatory consequence. We take those end to end under our own name, from the first letter through negotiation to settlement, and we instruct and manage litigators where proceedings become necessary. Running them as a function rather than case by case means the pattern gets fed back into the contracts, so the same clause stops producing the same argument.
Where specialists come in
We are not your regulatory adviser. Licensing, permissions, approved-person applications and prudential matters are handled by regulated specialists; we coordinate them and own the commercial layer.
Related results
All results →Services we run here
Related insights
All insights →Free zone or mainland: the question founders ask last
The decision is usually made by whoever incorporated first, then lived with for years.
Where nine per cent of your revenue goes
Contract value rarely leaks in a single expensive event. It leaks quietly, through renewal dates nobody owns.
- Can Dinmore Bell get us authorised by the FCA?
- No. Licensing, permissions and approved-person applications are for a regulated specialist, and we instruct and coordinate one where you do not already have one. What we own is everything the authorisation then has to be operated through: the contracts, the outsourcing position, the compliance rhythm and the evidence.
- We already have a compliance consultant. What is different here?
- A compliance consultant works on the regulatory obligation. We work on the commercial layer around it, which is where most of the actual documents live. The two sit side by side comfortably, and in practice we take work off the consultant that was never really theirs, such as negotiating the partner agreement that the obligation attaches to.
- What does this cost?
- A fixed monthly retainer, scoped on a call once we know the size of the contract estate, the number of partner relationships and whether there is an existing compliance function. It is not hourly, and it does not change because a month was busy.
- How quickly can you take over an existing contract estate?
- The first pass is usually four to six weeks: every agreement read, abstracted into a register with values, renewal and break dates, change-of-control and termination terms, and a short list of the positions worth renegotiating first. From there it is maintained rather than rebuilt.
- Do you work with BaaS providers and partner banks directly?
- Yes. We negotiate the agreement, hold the relationship documentation, handle the information and audit requests that come with it, and manage the renewal. Where a partner bank asks for evidence of your compliance arrangements, that request comes to us.
- Can you handle a supervisory request or a skilled person review?
- We handle the commercial and evidential side: assembling the pack, producing the contract and outsourcing documentation, and coordinating responses. Where the request goes to regulatory interpretation or to a formal enforcement position, that is work for regulated specialists, instructed and managed by us.
- We operate in the UK and the UAE. Can you cover both?
- Yes, and it is one of the main reasons FinTechs come to us. We run a single function across both jurisdictions, hold the intra-group agreements that connect the entities, and instruct local counsel in the Gulf where a point genuinely requires it.
- Does an early-stage FinTech need this yet?
- Usually at the point there is a partner agreement to sign, a first enterprise customer with a procurement team, or an authorisation in progress. Before that, a founder can hold it. After it, the contracts arrive faster than anyone without a legal function can read them.