Terms & Conditions

Definitions

  1. "We, Us, Our" includes any person or legal entity to which We may:
    1. Assign or transfer the business of ; or
    2. Grant a Licence or Agency to conduct the day to day running of Our business and whose identity shall have previously been notified to You in Writing.
  2. "You", "Your" includes any subsidiary or holding company of Yours if it is an incorporated body.
  3. "Client" means any person, firm or company who effects or proposes insurance of any kind whatever through, by or with Us and whose agent for the purpose of arranging, negotiating or effecting such insurance is or was You.
  4. "Premium" or "Premiums" means the sums paid or payable by any Client for insurance of any kind effected through, by or with Us and includes Insurance Premium Tax (IPT) and any Policy Fee charged by Us.
  5. "Gross Premium" means Premium before the addition of IPT and Policy Fees
  6. "Policy" means the Policy or Certificate of Insurance issued by Us on behalf of Underwriters.
  7. "F.S.A." means the Financial Services Authority in the United Kingdom.
  8. "F.S.M.A." means the Financial Services and Markets Act.
  9. "Rules" mean the rules of the F.S.A.

Status Of The Parties To This Agreement

  1. You shall act and be deemed to be acting as agent for the Client.
  2. You have no authority to act as an agent for Us (other than in respect of the collection of the Insurance Premium).
  3. You have no authority to accept Insurance cover for or on Our behalf.
  4. You have no authority to accept, reject, compromise or settle claims made by any Client.
  5. You will not use Our name, trade names, trade marks or logo's or data or any part of them in advertising, including Your web-sites and links from Your web-sites without Our prior written agreement.
  6. You may not introduce any business to Us that has been introduced to You by another intermediary or agent without in each and every case notifying Us at the time You seek a quotation and obtaining Our express agreement.
  7. You are directly authorised by the F.S.A.
  8. In this Agreement shall create a partnership or joint venture between You and Us.

Duty Of Disclosure

  1. You undertake to advise Us of all material facts ( including claims experience) in respect of every risk submitted for quotation and before the contract is finalised. If there is any doubt as to whether information is material, it must be disclosed. This duty of disclosure also applies at renewal and throughout the term of the Policy. If You are unable to inform Us of any material fact because of any instructions to the contrary by the Client You shall decline to act for the Client in any insurance dealings with Us.
  2. Any breach of this duty of disclosure may entitle Underwriters to void the Policy from inception and repudiate liability in respect of any claims under the Policy.
  3. We accept no responsibility for any act, error or omission on Your part.

Quotations

  1. We will provide quotations based upon the information supplied by You. Such quotation will include any variation in the terms and conditions of Our Policy form upon which the quote is based and where information is missing any assumptions made by Us in order to provide the quote. It is Your duty to check with the Client to ensure that they are fully aware of all the terms and conditions of the quote and of all the facts provided or assumed in order to provide the quote.

Confirmation Of Cover

  1. We will prepare a Proposal Form to be signed and returned by the Client within 30 days.
  2. You must examine all documentation produced by Us and will advise Us immediately if any of the terms and conditions do not accurately meet the Client's instructions.
  3. You must pass all Policy Documentation, including all endorsements, conditions and clauses applying to the Policies, to the Client immediately on receipt from Us. Failure to do so could expose You to an errors and omissions claim.

Renewals

  1. We undertake to produce renewal invitations or decline to renew:
    1. In respect of Private contracts at least three weeks prior to renewal date.
    2. In respect of Commercial contracts in good time for renewal date.

      3. It is Your responsibility to ensure that Our Invitation is passed on to the Client and that all material facts and amendments are requested from the Client and these are disclosed promptly to Us.

  2. Policies are not automatically renewed, cover ceases at the expiry date of the prior years Policy and is only renewed upon confirmation by You.
  3. We will withhold Employers Liability Certificates (if applicable) until such time as You confirm the Policy is to be renewed.

Termination Of Policy

  1. Where a Client terminates their Policy prior to expiry date You shall use all reasonable endeavours to return any relevant documentation to Us no later than 10 days after notice of termination has been given. If You are unable to return an Employers Liability Certificate (if applicable) We may retain the Premium relating to that section of the Policy.

Payment Of Premiums

  1. All Premiums received by the Broker from Clients and all rebates or refunds of Premium paid by Us to the Broker are deemed to be held by the Broker on behalf of Underwriters.
  2. The money referred to in paragraph 8.1 is to be held by the Broker on Underwriters behalf in a Statutory or Non-Statutory Trust account until paid to Us in accordance with paragraph 8.5.
  3. You shall be liable as principal to Us for any Premium payable by any Client (whether paid to You or not) once a risk has been placed on cover and You shall pay the same to Us in accordance with paragraph 8.5. Nothing contained herein shall prevent any action by Us against any Client for non - payment of Premium due to Us where We have reason to believe that the Client has not paid the Premium You.
  4. You shall pay to Us within 30 days or as agreed, from when
    1. renewal is due,
    2. Policy incepts or
    3. debit note is issued to You ( in the case of an adjustment).
  5. Should You fail to pay Us in accordance with paragraph 8.4 We may:
    1. Inform the Client of that fact,
    2. Require You to pay Us interest on the unpaid sum at the rate applicable from time to time under the Late Payment of Commercial Debts (interest) Act 1998, entitlement to interest at such rate to apply both before and after any judgment,
    3. consider this to be a material breach of this Agreement and subject to termination in accordance with paragraph 11.2.
  6. You shall notify Us in writing within 30 days of the commencement of cover for new business and renewals or within 30 days of the debiting of any adjustments if You fail to obtain the full Premium from the Client..
  7. Where You make use of Third Party Premium Finance You shall ensure that the Premium is received in adequate time to pay Us under the terms of paragraph 8.4 Failure to do so will give Us the right to cancel the Policy for non-payment of Premium.
  8. Where You use Your own funds to finance the Premium payment the full Premium is to be paid into a trust account on Our behalf at the commencement of the finance agreement and shall be paid to Us in accordance with paragraph 8.5..
  9. Where the Premium is being collected by Us under Our premium finance agreement responsibility for the collection of installments rests solely with Us. In the event of the Client defaulting on an installment We may cancel the Policy.
  10. Where it is not possible to agree the full Premium within 15 days after commencement or renewal of cover, You shall (if We require) request from the Client a provisional Premium representing an approximation of the full Premium applicable. We shall charge and You shall pay the amount of this provisional Premium in accordance with the terms of paragraph 8.4. Any provisional Premium shall be treated in the same way as other Premiums are treated under this Agreement.. The final Premium to be paid by the Client and any change in the terms and conditions of the insurance are to be confirmed as soon as possible. If there are any adjustment to be made after You have collected any provisional Premium, a debit note will be issued as an adjustment to be paid in accordance with the terms of paragraph 8.4.

Commission

  1. We will pay You commission upon the Gross Premiums for insurance placed by You with Us. Where more than one party claims entitlement to commission then it shall be at Our sole discretion to determine how the commission shall be apportioned between such parties.
  2. Commission on any business will become due and payable to the Broker on collection of the Premium from the Client concerned or on collection of the Premium from any third party funding the Premium on behalf of the Client or on receipt of the commission in accordance with paragraph 9.6.
  3. The rate of commission will be fixed by Us giving notice in writing to You of the rate of commission. The rate of commission may be varied by Us giving to You 30 days notice in writing.
  4. You are authorised to deduct Your commission fixed in accordance with the provision of paragraph 9.2 from Premiums payable.
  5. Where for any reason the Client is entitled to a refund of Premium You shall repay to Us commission at the rate paid within 30 days of the end of the month in which a debit note is issued to You.
  6. Where a Premium is being collected by Us under Our Premium Finance agreement the commission shall be added to Your statement and shall become payable within 30 days of the first installment being successfully collected. In the event of a Policy being cancelled as a result of the Client defaulting on an installment Your account will be debited with the commission in proportion to the unpaid Premium
  7. Where any fees are added by You to the amount invoiced by Us this must be shown separately and clearly on the invoice to the Client as being Your charges and not Our's and are additional to the Premium charged by Underwriters.

Claims

  1. It is essential that We are advised immediately of all incidents which may result in a claim under a Policy, whether the Client believes they are liable or not.. Any letter or claim received by the Client must be passed to Us immediately. Failure to report a claim immediately may result in Underwriters rights being prejudiced and lead to the claim being declined.
  2. We shall have the option of paying a claim by cheque, Direct Credit or Bank transfer.
  3. You shall forthwith pass to the Client any cheque sent to You in settlement of the Client's claim.

Termination

  1. This Agreement may be terminated by either party by giving at least 30 days notice in writing to the other at the last known address.
  2. Either party may terminate this Agreement by notice in writing to the other in the following circumstances:
    1. Where one party has reasonable grounds for suspecting fraud or dishonesty by the other party's employees, agents or independent contractors;
    2. Where one party reasonably holds the opinion that, either the regulatory status of the other party has changed, or that administration of the account is being operated by the other, in a manner causing or likely to cause, prejudice to them or the Client;
    3. where the other has failed to remedy a breach of this Agreement within 30 days of a written request from the party not in breach to do so;
    4. where the other has committed an irredeemable breach of this Agreement:
    5. where the other has a receiver appointed over the whole or part of its undertaking or assets; enters into voluntary arrangement under Part 1 of the Insolvency Act 1986 or otherwise makes any composition with creditors; if a petition for a winding up or an administration order is presented against it or either of these orders is made against it: if a petition for a bankruptcy order is presented against it or if such an order is made in respect of it; if it is unable to pay its debts in accordance with Insolvency Act 1986 S123; on dissolution of partnership;
  3. This Agreement will terminate automatically if Your Part IV permission is cancelled by the F.S.A.,
  4. We may terminate this Agreement if Your Part IV permission is varied by the F.S.A..
  5. If You are a sole trader, We will terminate any Agreement with You with immediate effect in the event of Your death in order to protect the Clients interest.
  6. Any termination in accordance with paragraph's 11.2 to 11.5 inclusive shall have immediate effect and where appropriate, suitable arrangements for the servicing of the Clients will be made by Us.
  7. Save as provided in this Agreement, termination of this Agreement shall be without prejudice to any rights or obligations accruing prior to such termination.

Financial Services Authority

  1. We are authorised and regulated by the F.S.A. under Firm Reference Number 308692. This can be verified by visiting the F.S.A.'s website www.fsa.gov.uk/register or by telephoning the F.S.A. on 0845 606 1234.
  2. You warrant that You are authorised by the F.S.A.. to transact business the subject of this Agreement and that You conform to the F.S.A. requirements in respect of Professional Indemnity Insurance.
  3. You shall comply with the F.S.M.A. and all rules to which You are subject including all requirements relating to authorisation and supervision in respect of Your insurance mediation activities. You shall notify Us immediately if there is a change in Your regulatory status.
  4. We shall comply with the F.S.A.'s rules as they apply to Us and provide You with the necessary information and documentation in a timely manner to enable You to comply with the F.S.A.'s rules as they apply to You.
  5. If You cease to be authorised by the F.S.A. We may at our option either:-
    1. Deal direct with the Client or
    2. Transfer the Client to another intermediary authorised by the F.S.A.
  6. You undertake to notify Us in writing immediately in the following circumstances:
    1. Variation or cancellation of Your Part IV permission by the F.S.A.;
    2. Variation or cancellation by the F.S.A. of the Part IV permission of your agents or sub-agents;
    3. Initiation of F.S.A. disciplinary or investigative action in relation to You or Your Staff or Your agents or sub-agents;
    4. any material change in Your Approved Persons or the Approved Persons appointed by Your agents or sub-agents.

Audit

  1. We may carry out an audit of Your compliance procedures and relevant trust accounts in respect of Our General Insurance business and You shall allow Us or Our agents access to Your premises, files and documents in relation to this Agreement on reasonable notice for this purpose.

Broker/Client Relationship

  1. For the duration of this Agreement, We will not intentionally use customer information supplied to Us by You in respect of Policies placed with Us, or quotations requested from Us, for the purposes of soliciting, directly or indirectly, that business away from You. This restriction will not apply where We terminate this Agreement in accordance with paragraph's 11.2 to 11.5 inclusive.

Policy Fees

  1. In addition to the Premium charged by Underwriters, We may make an additional charge. Any charges will be advised to You at the time of quotation.

Confidentiality

  1. Unless required by law, public interest, or the Client provides consent, all information supplied to Us will be kept confidential to the parties involved in the normal course of arranging and administering the insurance.

Complaints

  1. It is Our intention to provide a first class service at all times. However, if You wish to register a complaint this should be put in writing to the address shown at the heading of this Agreement or by telephone to 020 7929 3400.

Change In Circumstances

  1. You shall immediately notify Us in writing of any material change in Your owners, directors, partners and controllers, including all changes in Your name or trading name.

Governing Law

  1. This Agreement and any accompanying or associated documentation shall be governed by and construed solely in accordance with English Law.

No Waiver

  1. No waiver by Us of any breach by You of any terms of this Agreement shall be construed as a waiver of any subsequent breach.

Notices

  1. Notice under this Agreement or any arrangement under it shall be sent either by pre-paid post to the last known address of the other party, or by facsimile or by hand delivery and shall be deemed served, in the case of posting within 72 hours of posting; in the case of facsimile, on confirmation of successful transmission to the last known facsimile number of the receiving party and in the case of hand delivery, on delivery to the last known address of the receiving party.

Assignment

  1. Agreement between Us and any benefit or obligation of it may only be assigned or sub contracted with Our prior written consent.

Severability

  1. If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Both parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

Force Majeure

  1. Neither You nor Us shall be liable for any breach of our respective obligations, acts or omissions hereunder resulting from causes beyond our reasonable control, including (but not limited to) fires, insurrection, riots, embargoes, shortages, delays in transportation, inability to obtain supplies, the requirements or regulations of any civil or military authority but not including strikes or other forms of industrial action (an 'Event of Force Majeure"). If an Event of Force Majeure occurs, the party whose obligations are suspended by virtue of the Event of Force Majeure shall use all reasonable endeavours to mitigate the effect of such circumstances and carry out such obligations or duties hereunder in such other way as may be reasonably practicable in all the circumstances.
  2. Both parties agree to give notice to the other as soon as is reasonably practicable after becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
  3. In the event of either party receiving notice from the other in accordance with paragraph 24.2, both parties shall within 14 days of the notice jointly determine what measures, if any, can be put in place to prevent the occurrence (where possible) or mitigate the effect of the Event of Force Majeure.
  4. If a default due to an Event of Force Majeure shall continue for more than 4 weeks after expiry of the 14 day period provided for in paragraph 24.3, the party not in default shall be entitled to terminate the Agreement by giving written notice to the other. Neither party shall have any liability to the other in respect of the termination of the Agreement as a result of an Event of Force Majeure, but rights and liabilities which have accrued prior to termination shall subsist.

Rights Of Third Parties

  1. A Person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

Data Protection

  1. Both parties shall at all times comply with all applicable data protection legislation (including, without limitation, the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any re-enactment or replacement of or amendment or extension to such legislation). Both parties shall ensure that all processing of Client data under this Agreement is lawful and that all appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of Client data and against accidental loss or destruction of or damage to the Client data.

Variations To This Agreement

  1. We may vary the terms of this Agreement at any time by sending to You Our revised Agreement and the changes shall be effective 30 days from notification.

Previous Agreements

  1. This Agreement supercedes any prior Agreements between the parties whether written or oral.

Bannerman Rendell are authorised and regulated by the Financial Services Authority. Registered in England and Wales under:

Company Number: 609004
FSA Number: 308692

Registered Address:
Peek House, 20 Eastcheap
London, EC3M 1EB

Tel: 020 7929 3400
Fax: 020 7929 3600
Email: info@bannermanrendell.com

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