Clydesdale Financial Services Limited · DRN-6256421

The complaint The Complaint Mr D’s complaint is, in essence, that Clydesdale Financial Services Limited trading as Barclays Partner Finance (‘BPF’) acted unfairly and unreasonably by (1) being party to an unfair credit relationship with him under Section 140A of the Consumer Credit Act 1974 (as amended) (the ‘CCA’) and (2) deciding against paying a claim under Section 75 of the CCA. Background to the Complaint Mr D, together with his wife Mrs D, was the member of a timeshare provider (the ‘Supplier’) – having purchased a number of products from it over time. But the product at the centre of this complaint is their membership of a timeshare that I’ll call the ‘Signature Collection’, which they bought on 28 July 2015 (the ‘Time of Sale’). They entered into an agreement with the Supplier to buy 5,200 fractional points for bi-annual use at a cost of £13,428 after trading in an existing membership (the ‘Purchase Agreement’). Signature Collection membership was asset backed – which meant it gave Mr and Mrs D more than just holiday rights. It also included a share in the net sale proceeds of a property named on the Purchase Agreement (the ‘Allocated Property’) after their membership term ends. Mr and Mrs D paid for their Signature Collection membership with the help of a loan of £31,011 from BPF in Mr D’s sole name (the ‘Credit Agreement’), with some of the funds used to repay a loan taken to fund a previous membership. As only Mr D was named on the Credit Agreement, only he is able to refer a complaint about BPF to our Service. For ease I will refer to Mr D only from here on, even where he and Mrs D may have been acting together, or the matter is otherwise applicable to them both jointly. Mr D – using a professional representative (the ‘PR’) – wrote to BPF on 17 April 2024 (the ‘Letter of Complaint’) to raise a number of different concerns. As those concerns haven’t changed since they were first raised, and as both sides are familiar with them, it isn’t necessary to repeat them in detail here beyond the summary above. BPF dealt with Mr D’s concerns as a complaint and issued its final response letter on 11 November 2024, rejecting it on every ground. The complaint was then referred to the Financial Ombudsman Service. It was assessed by an Investigator who, having considered the information on file, rejected the complaint on its merits. Mr D disagreed with the Investigator’s assessment and asked for an Ombudsman’s decision, so the complaint was passed to me. I considered the matter and issued a provisional decision (the ‘PD’). In that decision, I said:

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I have considered all the available evidence and arguments to decide what is fair and reasonable in the circumstances of this complaint. And having done that, I do not think this complaint should be upheld. However, before I explain why, I want to make it clear that my role as an Ombudsman is not to address every single point that has been made to date. Instead, it is to decide what is fair and reasonable in the circumstances of this complaint. So, if I have not commented on, or referred to, something that either party has said, that does not mean I have not considered it. Section 75 of the CCA: the Supplier’s misrepresentations at the Time of Sale As both sides may already know, a claim against BPF under Section 75 essentially mirrors the claim Mr D could make against the Supplier. Certain conditions must be met if this protection is engaged – which are set out in the CCA. BPF does not consider that the relevant conditions are met in this complaint, given the value of the transaction exceeded the £30,000 limit. It also says that it has been raised outside of the six-year limitation imposed by the Limitation Act 1980. Given I agree with the latter, it is not necessary to consider whether the protection is engaged in light of the transaction value. The Limitation Act 1980 sets out limitation periods, or time limits, for bringing various types of legal claim. For a claim based on contract, it’s not generally possible to start court action more than six years after the cause of action arose. If a claim is brought too late, the respondent is likely to have a complete defence to the claim on that basis. For claims relating to misrepresentation, the time limit would typically be six years from the date the claimant suffers damage as a result of the misrepresentation. For example, entering into a contract – and incurring liabilities – when they would otherwise not have done. Mr D’s claim under Section 75 is that but for the Supplier’s various alleged misrepresentations, he wouldn’t have entered into the Purchase Agreement (and, therefore, the Credit Agreement). So it is the date on which he entered into those agreements that his cause of action arose, meaning he had six years from that date within which to bring this claim. Mr D entered into the Purchase Agreement and Credit Agreement on 28 July 2015. He raised his claim under Section 75 within the Letter of Complaint dated 17 April 2024 – more than six years later. That being the case, I don’t think BPF acted unfairly or unreasonably in declining the claim. However, I have later considered whether these alleged misrepresentations could have been something that caused an unfair credit relationship. Section 140A of the CCA: did BPF participate in an unfair credit relationship? I’ve already explained why I’m not persuaded that Signature Collection membership was actionably misrepresented by the Supplier at the Time of Sale. But there are other aspects of the sales process that, being the subject of dissatisfaction, I must explore with Section 140A in mind if I’m to consider this complaint in full – which is what I’ve done next.

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Having considered the entirety of the credit relationship between Mr D and BPF along with all of the circumstances of the complaint, I don’t think the credit relationship between them was likely to have been rendered unfair for the purposes of Section 140A. When coming to that conclusion, and in carrying out my analysis, I have looked at: 1. The standard of the Supplier’s commercial conduct – which includes its sales and marketing practices at the Time of Sale along with any relevant training material; 2. The provision of information by the Supplier at the Time of Sale in relation to Signature Collection membership, including the contractual documentation and disclaimers made by the Supplier; 3. Evidence provided by both parties on what was likely to have been said and/or done at the Time of Sale; 4. The inherent probabilities of the sale given its circumstances; and, when relevant 5. Any existing unfairness from a related credit agreement. I have then considered the impact of these on the fairness of the credit relationship between Mr D and BPF given his circumstances at the Time of Sale. The Supplier’s sales & marketing practices at the Time of Sale Mr D’s complaint about BPF being party to an unfair credit relationship was made for several reasons. I have firstly considered whether the misrepresentations he alleges were made by the Supplier in the context of Mr D’s Section 75 claim could have caused any unfairness for the purposes of Section 140A. In the Letter of Complaint, the PR said that the Signature Collection membership was misrepresented by the Supplier as an investment, through which Mr D would have a share of a property that “would appreciate in value”. As I’ll come on to in more detail below, I consider that the acquisition of a share in the Allocated Property did amount to an investment – as it offered the prospect of a financial return. Presenting the timeshare as an investment would not, therefore, have amounted to a misrepresentation – albeit there are other considerations when it comes to the marketing and selling of a timeshare contract as an investment that I explore below. The amount of money Mr D receives on his investment will only be known after the membership term ends, when the Allocated Property is sold. So even if I were to accept that any such comments were made by the Supplier in this regard (and I make no firm finding on that), I cannot say they would amount to a misrepresentation as there is no evidence that this was not simply the salesperson’s honestly held opinion.

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The Letter of Complaint also stated that Mr D was “made to believe that (he) would have access to the holiday’s apartment at any time all around the year”. I understand this to mean that Mr D thought he would be able to stay at the Allocated Property whenever he wanted, which was not the case. The contractual paperwork that Mr D received (and signed) explained that he did acquire the right to stay in the Allocated Property – that was a notable feature of the Signature Collection in comparison to his previous memberships with the Supplier – but that this was only at a specified time of the year. I find it unlikely that the Supplier would’ve led Mr D to believe he had unrestricted access, which would have been so starkly contradictory to the contractual paperwork and demonstrably false. I also note that Mr D makes no mention of any such representation by the Supplier in his own recollections of the sales process. So, while I recognise that Mr D and the PR have concerns about the way in which Signature Collection membership was sold by the Supplier, I do not think this caused any unfairness in Mr D’s credit relationship with BPF such that it warrants a remedy. Turning to the points specifically raised in relation to the potential unfairness of the relationship between Mr D and BPF, the PR said in the Letter of Complaint that the right checks weren’t carried out before BPF lent to Mr D. I haven’t seen anything to persuade me that was the case in this complaint given its circumstances. But even if I were to find that BPF failed to do everything it should have when it agreed to lend (and I make no such finding), I would have to be satisfied that the money lent to Mr D was actually unaffordable before also concluding that he lost out as a result and then consider whether the credit relationship with BPF was unfair to him for this reason. But from the information provided, I am not satisfied that the lending was unaffordable for Mr D. Connected to this is the suggestion that the Credit Agreement was arranged by an unauthorised credit broker, the upshot of which is to suggest that BPF wasn’t permitted to enforce the Credit Agreement. However, it looks to me like Mr D knew, amongst other things, how much he was borrowing and repaying each month, who he was borrowing from and that he was borrowing money to pay for Signature Collection membership. And as the lending doesn’t look like it was unaffordable for him, even if the Credit Agreement was arranged by a broker that didn’t have the necessary permission to do so (which I make no formal finding on), I can’t see why that led to Mr D suffering a financial loss – such that I can say that the credit relationship in question was unfair on him as a result. And with that being the case, I’m not persuaded that it would be fair or reasonable to tell BPF to compensate him, even if the loan wasn’t arranged properly. The PR also says that Mr D was rushed into signing the contractual paperwork at the end of a long sales meeting, without having sufficient time to properly consider the implications of the agreement into which he was entering. I acknowledge and appreciate that Mr D may have felt weary after a sales process that went on for a long time. But he has said little about what was said and/or done by the Supplier during his sales presentation that made him feel as if he had no choice but to purchase Signature Collection membership when he simply did not want to. He was also given a 14-day cooling off period and he has not provided a credible explanation for why he did not cancel the membership during that time. And with all of that being the case, there is insufficient evidence to demonstrate that Mr D made the decision to purchase Signature Collection membership because his ability to exercise that choice was significantly impaired by pressure from the Supplier.

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Overall, therefore, I don’t think that Mr D’s credit relationship with BPF was rendered unfair to him under Section 140A for any of the reasons above. But there is another reason, perhaps the main reason, why the PR says the credit relationship with BPF was unfair to him. And that’s the suggestion that Signature Collection membership was marketed and sold to him as an investment in breach of prohibition against selling timeshares in that way. The Supplier’s alleged breach of Regulation 14(3) of the Timeshare Regulations BPF does not dispute, and I am satisfied, that Mr D’s Signature Collection membership met the definition of a “timeshare contract” and was a “regulated contract” for the purposes of the Timeshare Regulations. Regulation 14(3) of the Timeshare Regulations prohibited the Supplier from marketing or selling Signature Collection membership as an investment. This is what the provision said at the Time of Sale: “A trader must not market or sell a proposed timeshare contract or long-term holiday product contract as an investment if the proposed contract would be a regulated contract.” But the PR says that the Supplier did exactly that at the Time of Sale – saying, in summary, that Mr D was told by the Supplier that Signature Collection membership was the type of investment that would only increase in value. The term “investment” is not defined in the Timeshare Regulations. But for the purposes of this provisional decision, and by reference to the decided authorities, an investment is a transaction in which money or other property is laid out in the expectation or hope of financial gain or profit. A share in the Allocated Property clearly constituted an investment as it offered Mr D the prospect of a financial return – whether or not, like all investments, that was more than what he first put into it. But it is important to note at this stage that the fact that Signature Collection membership included an investment element did not, itself, transgress the prohibition in Regulation 14(3). That provision prohibits the marketing and selling of a timeshare contract as an investment. It doesn’t prohibit the mere existence of an investment element in a timeshare contract or prohibit the marketing and selling of such a timeshare contract per se. In other words, the Timeshare Regulations did not ban products such as the Signature Collection. They just regulated how such products were marketed and sold. To conclude, therefore, that Signature Collection membership was marketed or sold to Mr D as an investment in breach of Regulation 14(3), I have to be persuaded that it was more likely than not that the Supplier marketed and/or sold membership to him as an investment, i.e. told him or led him to believe that Signature Collection membership offered him the prospect of a financial gain (i.e., a profit) given the facts and circumstances of this complaint. There is competing evidence in this complaint as to whether Signature Collection membership was marketed and/or sold by the Supplier at the Time of Sale as an investment in breach of regulation 14(3) of the Timeshare Regulations.

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On the one hand, it is clear that the Supplier made efforts to avoid specifically describing membership of the Signature Collection as an ‘investment’ or quantifying to prospective purchasers, such as Mr D, the financial value of their share in the net sales proceeds of the Allocated Property along with the investment considerations, risks and rewards attached to them. On the other hand, I acknowledge that the Supplier’s sales process left open the possibility that the sales representative may have positioned Signature Collection membership as an investment. So, I accept that it’s equally possible that Signature Collection membership was marketed and sold to Mr D as an investment in breach of Regulation 14(3). However, whether or not there was a breach of the relevant prohibition by the Supplier is not ultimately determinative of the outcome in this complaint for reasons I will come on to shortly. And with that being the case, it’s not necessary to make a formal finding on that particular issue for the purposes of this decision. Would the credit relationship between BPF and Mr D have been rendered unfair to him had there been a breach of Regulation 14(3) of the Timeshare Regulations? Having found that it was possible that the Supplier breached Regulation 14(3) of the Timeshare Regulations at the Time of Sale, I now need to consider what impact that breach had on the fairness of the credit relationship between Mr D and BPF under the Credit Agreement and related Purchase Agreement as the case law on Section 140A makes it clear that regulatory breaches do not automatically create unfairness for the purposes of that provision. Such breaches and their consequences (if there are any) must be considered in the round, rather than in a narrow or technical way. Indeed, it seems to me that, if I am to conclude that a breach of Regulation 14(3) led to a credit relationship between Mr D and BPF that was unfair to him and warranted relief as a result, whether the Supplier’s breach of Regulation 14(3) led him to enter into the Purchase Agreement and the Credit Agreement is an important consideration. To help me decide this point, I’ve carefully considered what Mr D has said in the course of his complaint about how the membership was sold to him and his motivation for taking it out. As noted above, it was said within the Letter of Complaint that Mr D was told that he had purchased an investment that would appreciate in value. There was no further detail underpinning these statements within the Letter of Complaint, which are rather generic in nature. In fact, such assertions are made in an identical fashion by the PR in a number of other complaints. When referring the complaint to us, the PR included a statement from Mr D in which he set out his recollections of his purchases from the Supplier over the years. And in its response to our Investigator’s assessment, the PR highlighted that Mr D said: “In 2015 following another one of our meetings, (in) their sales pitch it was pointed out that whilst we were happy with our points system obviously there would be nothing at the end of it if we decided to quit. So at that point we did decide to take the big leap and bought into a fractional ownership of a signature suite, penthouse style at the top of a block for two weeks every other year.”

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And, in reference to the sale at issue and a subsequent purchase from the Supplier: “As we were told these suites both ran for a contractual period and at the end of that period the property would be sold and we would receive a % of the profits. In addition to these suites to us being a holiday product, our main reason in purchasing the 2 signature suites was they were described as being an asset with monetary value after the contract term.” The PR says this “clearly demonstrates” that Mr D’s motivation for purchasing the Signature Collection membership was the investment element as marketed to him by the Supplier. I am not, however, persuaded that Mr D was motivated by the prospect of a financial gain from the membership. His comments do not lead me to think that he was hoping or expecting to make a profit overall. He provides a largely factual description of how the product worked – which is that he could expect to get something (rather than nothing) back at the end of the term when the Allocated Property was sold. Receiving a percentage of the profits on the sale of the property does not necessarily equate to a profit on what the membership had cost him. I also find Mr D’s statement to be inaccurate when describing that it was 2015 – and the purchase of the Signature Collection membership at issue – when he decided to ‘take the leap’ into fractional ownership on the basis that he could then expect to get some money back at the end of the term. That’s because at the Time of Sale, Mr D already held a fractional club membership with the Supplier, which he purchased a year earlier. Given that Mr D already held a fractional club membership – in which he held a share in the net sale proceeds of a designated property – it is notable that he does not talk about this or, given that he retained it, that he does not refer to increasing or expanding his investment opportunities with the Supplier. Had he been motivated by the prospect of a financial gain, this is something I would have expected to come up in his recollections. Mr D was evidently motivated by the holiday options offered by the Supplier, based on his own comments and his longstanding membership. The Signature Collection offered him a higher standard of holiday options that were of obvious appeal. This included the use of the Allocated Property (distinct from his existing membership, of which this was not a feature), to which I note Mr D went on to make regular visits. While he says that the prospect of getting something back at the end of the term was a motivating factor, this was additional to the holiday options – and, as explained above, does not to my mind mean he was expecting or hoping to make a profit. Weighing all of this up, I am not persuaded that the prospect of a financial gain from Signature Collection membership was an important and motivating factor when Mr D decided to go ahead with his purchase. That doesn’t mean he wasn’t interested in a share in the Allocated Property. After all, that wouldn’t be surprising given the nature of the product at the centre of this complaint. But as Mr D himself doesn’t persuade me that his purchase was motivated by his share in the Allocated Property and the possibility of a profit, I don’t think a breach of Regulation 14(3) by the Supplier was likely to have been material to the decision he ultimately made.

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On balance, therefore, even if the Supplier marketed or sold the Signature Collection membership as an investment in breach of Regulation 14(3) of the Timeshare Regulations, I am not persuaded that Mr D’s decision to purchase Signature Collection membership at the Time of Sale was motivated by the prospect of a financial gain (i.e., a profit). On the contrary, I think the evidence suggests he would have pressed ahead with his purchase whether or not there had been a breach of Regulation 14(3). And for that reason, I do not think the credit relationship between Mr D and BPF was unfair to him even if the Supplier had breached Regulation 14(3). The Provision of Information by the Supplier at the Time of Sale The PR says that a payment of commission from BPF to the Supplier at the Time of Sale should lead me to uphold this complaint because, simply put, information in relation to that payment went undisclosed at the Time of Sale. As both sides already know, the Supreme Court handed down an important judgment on 1 August 2025 in a series of cases concerned with the issue of commission: Johnson v FirstRand Bank Ltd, Wrench v FirstRand Bank Ltd and Hopcraft v Close Brothers Ltd [2025] UKSC 33 (‘Hopcraft, Johnson and Wrench’). The Supreme Court ruled that, in each of the three cases, the commission payments made to car dealers by lenders were legal, as claims for the tort of bribery, or the dishonest assistance of a breach of fiduciary duty, had to be predicated on the car dealer owing a fiduciary duty to the consumer, which the car dealers did not owe. A “disinterested duty”, as described in Wood v Commercial First Business Ltd & ors and Business Mortgage Finance 4 plc v Pengelly [2021] EWCA Civ 471, is not enough. However, the Supreme Court held that the credit relationship between the lender and Mr Johnson was unfair under Section 140A of the CCA because of the commission paid by the lender to the car dealer. The main reasons for coming to that conclusion included, amongst other things, the following factors: 1. The size of the commission (as a percentage of the total charge for credit). In Mr Johnson’s case it was 55%. This was “so high” and “a powerful indication that the relationship…was unfair” (see paragraph 327); 2. The failure to disclose the commission; and 3. The concealment of the commercial tie between the car dealer and the lender. The Supreme Court also confirmed that the following factors, in what was a non- exhaustive list, will normally be relevant when assessing whether a credit relationship was/is unfair under Section 140A of the CCA: 1. The size of the commission as a proportion of the charge for credit; 2. The way in which commission is calculated (a discretionary commission arrangement, for example, may lead to higher interest rates); 3. The characteristics of the consumer; 4. The extent of any disclosure and the manner of that disclosure (which, insofar as Section 56 of the CCA is engaged, includes any disclosure by a supplier when acting as a broker); and 5. Compliance with the regulatory rules.

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From my reading of the Supreme Court’s judgment in Hopcraft, Johnson and Wrench, it sets out principles which apply to credit brokers other than car dealer–credit brokers. So, when considering allegations of undisclosed payments of commission like the one in this complaint, Hopcraft, Johnson and Wrench is relevant law that I’m required to consider under Rule 3.6.4 of the Financial Conduct Authority’s Dispute Resolution Rules (‘DISP’). But I don’t think Hopcraft, Johnson and Wrench assists Mr D in arguing that his credit relationship with BPF was unfair to him for reasons relating to commission given the facts and circumstances of this complaint. I haven’t seen anything to suggest that BPF and Supplier were tied to one another contractually or commercially in a way that wasn’t properly disclosed to Mr D, nor have I seen anything that persuades me that the commission arrangement between them gave the Supplier a choice over the interest rate that led Mr D into a credit agreement that cost disproportionately more than it otherwise could have. I acknowledge that it’s possible that BPF and the Supplier failed to follow the regulatory guidance in place at the Time of Sale insofar as it was relevant to disclosing the commission arrangements between them. But as I’ve said before, the case law on Section 140A makes it clear that regulatory breaches do not automatically create unfairness for the purposes of that provision. Such breaches and their consequences (if there are any) must be considered in the round, rather than in a narrow or technical way. And with that being the case, it isn’t necessary to make a formal finding on that because, even if BPF and the Supplier failed to follow the relevant regulatory guidance at the Time of Sale, it is for the reasons set out below that I don’t currently think any such failure is itself a reason to find the credit relationship in question unfair to Mr D. In stark contrast to the facts of Mr Johnson’s case, the amount of commission paid by BPF to the Supplier for arranging the Credit Agreement that Mr D entered into wasn’t high. At £775.28, it was only 2.50% of the amount borrowed and even less than that (2.32%) as a proportion of the charge for credit. So, had he known at the Time of Sale that the Supplier was going to be paid a flat rate of commission at that level, I’m not currently persuaded that he either wouldn’t have understood that or would have otherwise questioned the size of the payment at that time. After all, Mr D wanted Signature Collection membership and had no obvious means of his own to pay for it. And at such a low level, the impact of commission on the cost of the credit he needed for a timeshare he wanted doesn’t strike me as disproportionate. So, I think he would still have taken out the loan to fund his purchase at the Time of Sale had the amount of commission been disclosed. What’s more, based on what I’ve seen so far, the Supplier’s role as a credit broker wasn’t a separate service and distinct from its role as the seller of timeshares. It was simply a means to an end in the Supplier’s overall pursuit of a successful timeshare sale. I can’t see that the Supplier gave an undertaking – either expressly or impliedly – to put to one side its commercial interests in pursuit of that goal when arranging the Credit Agreement. And as it wasn’t acting as an agent of Mr D but as the supplier of contractual rights he obtained under the Purchase Agreement, the transaction doesn’t strike me as one with features that suggest the Supplier had an obligation of ‘loyalty’ to him when arranging the Credit Agreement and thus a fiduciary duty.

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Overall, therefore, I’m not currently persuaded that the commission arrangements between the Supplier and BPF were likely to have led to a sufficiently extreme inequality of knowledge that rendered the credit relationship unfair to Mr D. Section 140A: Conclusion Given all of the factors I’ve looked at in this part of my decision, and having taken all of them into account, I’m not persuaded that the credit relationship between Mr D and BPF under the Credit Agreement and related Purchase Agreement was unfair to him. And as things currently stand, I don’t think it would be fair or reasonable that I uphold this complaint on that basis. Commission: The Alternative Grounds of Complaint While I’ve not found that Mr D’s credit relationship with BPF was unfair to him for reasons relating to the commission arrangements between it and the Supplier, two of the grounds on which I came to that conclusion also constitute separate and freestanding complaints to Mr D’s complaint about an unfair credit relationship. So, for completeness, I’ve considered those grounds on that basis here. The first ground relates to whether BPF is liable for the dishonest assistance of a breach of fiduciary duty by the Supplier because it took a payment of commission from BPF without telling Mr D (i.e., secretly). And the second relates to BPF’s compliance with the regulatory guidance in place at the Time of Sale insofar as it was relevant to disclosing the commission arrangements between them. However, for the reasons I set out above, I’m not persuaded that the Supplier – when acting as credit broker – owed Mr D a fiduciary duty. So, the remedies that might be available at law in relation to the payment of secret commission aren’t, in my view, available to him. And while it’s possible that BPF failed to follow the regulatory guidance in place at the Time of Sale insofar as it was relevant to disclosing the commission arrangements between it and the Supplier, I don’t think any such failure on BPF’s part is itself a reason to uphold this complaint because, for the reasons I also set out above, I think Mr D would still have taken out the loan to fund his purchase at the Time of Sale had there been more adequate disclosure of the commission arrangements that applied at that time. In conclusion, given the facts and circumstances of this complaint, I did not think that BPF acted unfairly or unreasonably when it dealt with Mr D’s Section 75 claim, and I was not persuaded that BPF was party to a credit relationship with him under the Credit Agreement that was unfair to him for the purposes of Section 140A of the CCA. And having taken everything into account, I could see no other reason why it would be fair or reasonable to direct BPF to compensate him. BPF responded to the PD and accepted it. The PR also responded. It did not accept the PD and provided some further comments it wanted me to take into account. Having received the relevant responses from both parties, I’m now finalising my decision. The legal and regulatory context In considering what is fair and reasonable in all the circumstances of the complaint, I am required under DISP 3.6.4R to take into account: relevant (i) law and regulations; (ii)

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regulators’ rules, guidance and standards; and (iii) codes of practice; and (where appropriate), what I consider to have been good industry practice at the relevant time. The legal and regulatory context that I think is relevant to this complaint is, in many ways. no different to that shared in several hundred published ombudsman decisions on very similar complaints – which can be found on the Financial Ombudsman Service’s website. And with that being the case, it is not necessary to set out that context in detail here. But I would add that the following regulatory rules/guidance are also relevant: The Consumer Credit Sourcebook (‘CONC’) – Found in the Financial Conduct Authority’s (the ‘FCA’) Handbook of Rules and Guidance Below are the most relevant provisions and/or guidance as they were at the relevant time: • CONC 3.7.3 [R] • CONC 4.5.3 [R] • CONC 4.5.2 [G] The FCA’s Principles The rules on consumer credit sit alongside the wider obligations of firms, such as the Principles for Businesses (‘PRIN’). Set out below are those that are most relevant to this complaint: • Principle 6 • Principle 7 • Principle 8 What I’ve decided – and why I’ve considered all the available evidence and arguments to decide what’s fair and reasonable in the circumstances of this complaint. Following the responses from both parties, I’ve considered the case afresh and having done so, I’ve reached the same decision as that which I outlined in my provisional findings, for broadly the same reasons. Again, my role as an Ombudsman isn’t to address every single point which has been made to date, but to decide what is fair and reasonable in the circumstances of this complaint. If I haven’t commented on, or referred to, something that either party has said, this doesn’t mean I haven’t considered it. Rather, I’ve focused here on addressing what I consider to be the key issues in deciding this complaint and explaining the reasons for reaching my final decision. The PR’s further comments in response to the PD only relate to the issue of whether the credit relationship between Mr D and BPF was unfair. In particular, the PR has provided further comments in relation to whether the membership was sold to Mr D as an investment at the Time of Sale. It has also now argued for the first time that the payment of a commission by BPF to the Supplier led to an unfair credit relationship.

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As outlined in my PD, the PR originally raised various other points of complaint, all of which I addressed at that time. But it didn’t make any further comments in relation to those in their response to my PD. Indeed, it hasn’t said it disagrees with any of my provisional conclusions in relation to those other points. And since I haven’t been provided with anything more in relation to those other points by either party, I see no reason to change my conclusions in relation to them as set out in my PD. So, I’ll focus here on the PR’s points raised in response. Section 140A of the CCA: did BPF participate in an unfair credit relationship? The PR has highlighted under Section 140B (9) of the CCA, the burden of proof falls on BPF to disprove the allegation that its relationship with Mr D was unfair. I agree that this is correct, placing a burden on lenders during the process of litigation. That does not mean, though, that BPF – or I – should take a claim at face value. There remains an onus on Mr D to provide some evidence for the claim he is making, despite the overall burden of proof resting with BPF, as was set out in the judgment in Smith and another v Royal Bank of Scotland plc [2023] UKSC 34 at paragraph 40. I also remind both parties that it is my role to make findings on what I consider to be fair and reasonable in all the circumstances of any given complaint. The Supplier’s alleged breach of Regulation 14(3) of the Timeshare regulations In its response to my PD, the PR has reasserted its view that the Supplier marketed the Signature Collection membership to Mr D as an investment and that this was a motivating factor in his decision. I accepted in my PD that the membership may well have been marketed as an investment to Mr D in breach of the prohibition in Regulation 14(3) of the Timeshare Regulations. I also explained that while the Supplier’s sales processes left open the possibility that the sales representative may have positioned Signature Collection membership as an investment, it wasn’t necessary for me to make a finding on this as it is not determinative of the outcome of the complaint. I explained that regulatory breaches do not automatically create unfairness and that such breaches and their consequences (if there are any) must be considered in the round, rather than in a narrow or technical way. The PR’s response to my PD hasn’t changed my view of this, and so whether the Supplier’s breach of Regulation 14(3) led Mr D to enter into the Purchase Agreement and the Credit Agreement remains an important consideration. In my PD I explained the reasons why I didn’t think any breach of Regulation 14(3) had led Mr D to proceed with his purchase. In short, I was not persuaded that his decision was motivated by the prospect of a financial gain (i.e., a profit). In reaching that view, I took into account the testimony given by Mr D in the course of his complaint. I recognise the PR has interpreted Mr D’s testimony differently to how I have, and I have carefully considered its further comments. Ultimately though, they have not led me to a different conclusion. I accept the PR’s point that the fact Mr D was, in my view, motivated by the enhanced holiday options offered by Signature Collection membership does not necessarily mean in and of itself that he was not also motivated – at least in part – by the possibility of a financial gain. The two are not mutually exclusive. But ultimately what I have had to consider is whether that possibility – and any marketing of the membership in that regard – had a material influence on Mr D’s decision to purchase the membership. In other words, would Mr D have always gone ahead and bought it, whether the Supplier marketed it as an investment opportunity or not. And I still think he would have done.

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The PR reiterates that Mr D recalled the Allocated Property being presented as an “asset with monetary value”. I noted as much in my PD. But I do not agree that his testimony as a whole speaks to the hope or expectation – however modest – of a profit from the arrangement as a whole being a material factor in his decision-making. I did not conclude, as the PR summarises, that Mr D “could not have been motivated by investment because he already held an earlier fractional ownership” (and which it is says is flawed reasoning). I accept, as it argues, that additional investment opportunities are themselves investment motivations and that a purchaser of multiple asset-backed memberships could well be “building up assets for the future”. My point was, and remains, that Mr D did not say anything to this effect – and that is notable by its absence. Lastly I note that the PR considers I have “improperly discredited” Mr D’s testimony. I reject this suggestion, as I have not sought to discredit anything Mr D has said. The fact remains that he made an error in describing his “leap” into asset-backed timeshares and that – to my mind – is a significant matter in assessing what he was thinking at the Time of Sale. I would also highlight that the case law quoted by the PR acknowledges that errors in testimony may render the remainder of it unreliable (even though I have not sought to assert such total unreliability as the PR seems to allege). So for the reasons given in my PD and above, I still do not think that any breach of Regulation 14(3), if there was one, was material to Mr D’s decision to purchase the Signature Collection membership. The provision of information by the Supplier at the Time of Sale In my PD, I explained why I thought that Mr D would have proceeded with their purchase even if he had known at the Time of Sale that the Supplier was going to be paid a flat rate of commission that amounted to 2.50% of the amount borrowed. In its response to the PD, the PR highlights that the concerns addressed in Hopcraft, Johnson and Wrench did not solely relate to the quantum of the commission, but also to the lack of transparency and the “misleading impression” about the relationship between the lender and broker. I took into account these wider considerations – and addressed them – in my PD, setting out why I did not think any shortcomings in the disclosure of information in this regard led to any unfairness. With no new evidence or arguments in this respect, I see no reason to reach a different conclusion. The PR suggests that the cumulative effect of a number of shortcomings (particularly on the Supplier’s part) – and which, for the most part, I accept may well have occurred – ought to be taken together and deemed to render the credit relationship between Mr D and BPF unfair. But having considered each of these individually and not found that Mr D’s position was prejudiced (and that he would not have acted any differently), I do not think there any greater cumulative impact could or should be ascribed to them. Section 140A: conclusion Given all of the factors I’ve looked at in this part of my decision, and having taken all of them into account, I’m not persuaded that the credit relationship between Mr D and BPF under the Credit Agreement and related Purchase Agreement was unfair to him. So, I don’t think it is fair or reasonable that I uphold this complaint on that basis.

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Conclusion In conclusion, given the facts and circumstances of this complaint, I do not think that BPF acted unfairly or unreasonably when it dealt with Mr D’s Section 75 claim, and I am not persuaded that BPF was party to a credit relationship with him under the Credit Agreement that was unfair to him for the purposes of Section 140A of the CCA. And having taken everything into account, I see no other reason why it would be fair or reasonable to direct BPF to compensate him. My final decision For the reasons set out above, I don’t uphold this complaint. Under the rules of the Financial Ombudsman Service, I’m required to ask Mr D to accept or reject my decision before 27 April 2026. Ben Jennings Ombudsman

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