ACE EUROPEAN GROUP LIMITED
ADDENDUM FOR TERMS OF USE OF ACE ONLINE
This ADDENDUM is made on
2009
BETWEEN:
(1)
ACE EUROPEAN GROUP LIMITED, a company incorporated in England and
Wales under registration number 112892 the registered office of which is at the
ACE Building, 100 Leadenhall Street, London EC3A 3BP ("ACE"); and
(2)
[ ] a company incorporated in England and Wales under registration number [
] the registered office of which is at the [insert address] (the
"Intermediary").
RECITALS:
(A)
ACE European Group Limited ("ACE") is authorised by the Financial Services
Authority to effect insurance in the United Kingdom. ACE has developed and
operates an online internet-based electronic trading platform known as "ACE
Online" through which intermediaries may place insurance cover with ACE for their
clients ("ACE Online").
(B)
The Intermediary is authorised by the Financial Services Authority to conduct
Insurance Mediation Activities.
(C)
ACE and the Intermediary have entered into a Terms of Business Agreement
[dated ……..] ("Terms of Business Agreement") setting out the terms and
conditions on which the Intermediary places insurance business with ACE
generally.
(D)
ACE has agreed to allow the Intermediary access to ACE Online for the purpose of
placing insurance with ACE for its clients. Both ACE and the Intermediary agree
that they will conduct business through ACE Online on the terms and conditions set
out below, which are additional to the existing terms and conditions of the Terms of
Business Agreement.
IT IS AGREED as follows:
1
DEFINITIONS AND INTERPRETATION
1.1
In these Terms the following expressions have the following meanings:
"Authorised User" means an employee of the Intermediary authorised by the
Intermediary to access ACE Online and to whom a Password has been issued;
"Commencement Date" means the date on which the Intermediary accepts the
terms of this Addendum;
"Insurance Policy" means any contract of insurance falling within the definition of
"contract of insurance" in Article 3(1) of the Financial Services and Markets Act
2000 (Regulated Activities) Order 2001 (as may be amended) which is
underwritten by ACE and arranged by the Intermediary through ACE Online or any
endorsement or amendment to such a contract;
"Passwords" means any set of unique user names and/or codes provided by ACE
to the Intermediary to enable the Intermediary's employees to access ACE Online;
"Policyholder" means any party (not being ACE) to any Insurance Policy;
2
SCOPE
2.1
This Addendum is a variation to, and is subject to the provisions of the Terms of
Business Agreement. If there is any conflict between the Terms of Business
Agreement and this Addendum, then the latter shall prevail.
2.2
The terms of this Agreement shall apply from the Commencement Date. The
Intermediary shall at all times act on behalf of and as agent for its clients when
arranging and administering Insurance Policies over ACE Online.
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CONSIDERATION
3.1
In consideration for ACE agreeing to allow the Intermediary access to ACE Online,
the Intermediary agrees to use ACE Online solely as permitted by this Agreement
for arranging and administering Insurance Policies on behalf of its clients.
3.2
The parties further agree that Insurance Policies may be validly bound
electronically through the use of ACE Online and waive any rights they may have
to bring an action, claim or proceedings declaring or to raise as a defence to an
action, claim or proceedings, the invalidity of an Insurance Policy on the grounds
that the Insurance Policy was formed electronically.
4
ACE ONLINE ACCESS
4.1
ACE shall provide the Intermediary with the appropriate number of Passwords. In
providing Passwords to the Intermediary, ACE grants the Intermediary a limited,
non-assignable licence to use ACE Online on the terms of this Addendum until this
Addendum is terminated. Save with ACE's prior written consent on each and every
occasion, the Intermediary shall not disclose a Password to any person other than
an Authorised User or permit ACE Online to be used by any person other than an
Authorised User. The Intermediary shall ensure that proper procedures are in place
so that only Authorised Users shall have access to ACE Online.
4.2
The Intermediary shall ensure that all Passwords issued to Authorised Users shall
be maintained securely and confidentially. The Intermediary shall be responsible
for and shall immediately take steps to instruct ACE to deactivate any passwords of
persons who should no longer have access to ACE Online and of any persons who
had access to ACE Online whose employment or service with the Intermediary has
been terminated.
4.3
The Intermediary shall inform ACE immediately if it becomes aware of any
unauthorised use or disclosure or loss or theft of any of the Passwords.
4.4
It is the responsibility of the Intermediary to ensure that it has the appropriate
hardware, software and virus protection to enable it to use ACE Online safely and
securely. The Intermediary shall make its own arrangements for internet
connection, and is responsible for any telephone costs and/or charges which may
become due in relation to accessing and using ACE Online.
5
USE OF ACE ONLINE
5.1
The Intermediary shall not (and shall ensure that none of its Authorised Users or
any of its employees, agents and/or contractors):
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5.1.1
use ACE Online or any information obtained from it for any purpose other than the
placing and/or administration of Insurance Policies in accordance with this
Addendum;
5.1.2
use ACE Online in any way that disrupts, interferes with or restricts the use of ACE
Online by ACE or by any authorised third party user of ACE Online or access or
attempt to access unauthorised areas of ACE Online or probe, scan or test the
vulnerability of ACE Online or use any devices, software or routine to interfere with
the proper working of ACE Online; and
5.1.3
reverse engineer, decompile, copy, distribute, disseminate, sub-licence, modify,
translate or adapt any software or other code or scripts relating to ACE Online or
knowingly post or transmit any information that contains a virus, worm, Trojan
horse or other harmful or disruptive components to ACE Online.
6
PROVISION OF INFORMATION
The Intermediary shall ensure that all material provided to ACE Online by the
Intermediary (including by its Authorised Users, employees, agents and/or
contractors and/or any person having access to ACE Online by means of the
Intermediary's systems or through the Intermediary's Passwords) is, to the best of
the Intermediary's knowledge and belief (having made all reasonable enquiries)
accurate, complete, and up-to-date and contains nothing offensive, defamatory or
unlawful or which is in breach of the rights of any third party.
7
SUSPENSION / DISABLEMENT OF ACE ONLINE
ACE may suspend the operation of or make changes to ACE Online or disable the
Intermediary's access to ACE Online at any time without notice for any reason.
8
ARRANGING INSURANCE POLICIES ON ACE ONLINE
8.1
Each quotation for an Insurance Policy provided by ACE shall only be capable of
acceptance by the Intermediary on behalf of the relevant client where, having been
prompted to do so by ACE Online, the Intermediary has confirmed that the
information that it has provided in respect of the Insurance Policy is correct to the
best of its knowledge and belief (having made all reasonable enquiries) and that
the details about the Policyholder returned by ACE Online following the
Intermediary's entry of data are correct.
8.2
Where the Intermediary wishes to accept a quotation for an Insurance Policy on
behalf of its client through ACE Online, the Intermediary shall use ACE Online to
indicate to ACE that it wishes ACE to bind the Insurance Policy. The Insurance
Policy shall not be concluded or binding until the Intermediary is notified by ACE by
email confirming that ACE has bound the Insurance Policy in accordance with the
Intermediary's request.
9
TERMINATION
9.1
Either Party may terminate this Addendum at any time and without liability to the
other Party:
9.1.1
by the parties at any time by mutual agreement;
9.1.2
on 30 days' written notice to the other Party; or
9.1.3
immediately upon written notice to the other party if the other party commits any
material or persistent breach of any of the provisions of this Addendum and, in the
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case of a breach which is capable of remedy, fails to remedy the same within
seven days after receipt of a written notice giving full particulars of the breach and
requiring it to be remedied.
9.2
Notwithstanding Clause 9.1 above, this Addendum shall terminate immediately
upon termination of the Terms of Business Agreement for whatever reason.
10
CONSEQUENCES OF TERMINATION
10.1
On termination of this Addendum, the licence granted to the Intermediary pursuant
to clause 4.1 will automatically terminate.
10.2
The termination of this Addendum for whatever reason shall not affect any
provision of this Addendum, any provision of the Terms of Business Agreement or
any provision of any Insurance Policy which is required to survive or operate in the
event of termination of this Addendum and shall not prejudice or affect the rights of
either Party against the other Party in respect of any breach of this Addendum or in
respect of any monies payable by either Party to the other Party in relation to any
period prior to its termination.
11
DATA PROTECTION
Where it discloses Personal Data (as defined in the Data Protection Act 1998) to
ACE in connection with the operation of this Addendum, the Intermediary will
ensure that it obtains all necessary consents so that the Personal Data it provides
to ACE can be lawfully used or disclosed by ACE in the manner and for the
purposes anticipated by this Addendum.
12
LIMITATION OF LIABILITY
12.1
The Intermediary acknowledges that the decision as to whether to arrange an
Insurance Policy through ACE Online for any client is a matter for the
Intermediary's skill and judgment as a professional insurance intermediary.
12.2
Save as set out in this Agreement, ACE makes no representations, and so far as is
permitted by law, excludes all warranties, conditions and guarantees, express or
implied, whether oral or in writing, regarding:
12.2.1
the accuracy or completeness of information contained or acquired through ACE
Online;
12.2.2
the quality and performance of ACE Online and that ACE Online is virus-free and
error-free; and
12.2.3
that ACE Online will be available on an uninterrupted basis.
12.3
To the extent permitted by applicable law, the total liability of each respective Party
arising from or in connection with the use of ACE Online pursuant to the terms of
this Addendum shall be limited to £100,000.
12.4
The provisions of this clause 12 shall continue to apply notwithstanding the
termination or expiry of this Addendum.
13
INTERMEDIARY INDEMNITY
The Intermediary shall indemnify ACE on demand against all and any proven,
foreseeable and fully mitigated losses, damages, liabilities, claims, actions,
proceedings, costs or expenses incurred by ACE arising out of:
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13.1
any claim made against ACE by any third party arising from the Intermediary's
breach of the terms of this Addendum;
13.2
any breach of clauses 4.1, 4.2 or 4.3 of this Addendum; or
13.3
any breach of clause 5 of this Addendum.
14
GOVERNING LAW AND JURISDICTION
14.1
This Agreement shall be governed by and construed in accordance with the laws of
England and Wales and the parties hereby submit to the exclusive jurisdiction of
the courts of England and Wales.
SIGNED BY [ ] FOR AND ON BEHALF OF ACE EUROPEAN GROUP LIMITED:
Signature:……………………………………..
Date:……………………………………………
SIGNED BY [ ] FOR AND ON BEHALF OF [ ]:
Signature:……………………………………..
Date:……………………………………………
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