125
ACE European Group Limited
INTERMEDIARY TERMS OF
BUSINESS AGREEMENT FOR
ONLINE TRADING
1

ACE EUROPEAN GROUP LIMITED
INTERMEDIARY TERMS OF BUSINESS AGREEMENT
FOR ONLINE TRADING
UK - England, Wales, Northern Ireland, Scotland. Online Trading IBTA 19 10 06
AGREEMENT NUMBER:
[to be inserted by ACE credit control]
EFFECTIVE DATE OF
AGREEMENT:
PARTIES: 1.
2.
ACE European Group Limited, of 100 Leadenhall Street, London EC3A 3BP
(Company Registration No.1112892; FSA Firm Registration No.FRN202803)
(“ACE”) and
____________________________________________* (the “Intermediary”)
Company Registration Number:_______________________________
FSA Firm Registration Number:_______________________________
CONFIRMATION BY INTERMEDIARY
I/We declare that I/we have read ACE’s Intermediary Terms of Business Agreement for Online Trading (UK
Version 1 (Sept 2006) and agree to be bound by its terms. I/We have completed the Online ITBA Application Form
supplied to me/us by ACE.
Where I/we intend to use/are using the ACE Online Web Site (insert web address) I/we confirm that I/we have also read
the Terms and Conditions for use of the ACE Online Web Site located at (insert web address) and that I/we have
completed the request for access to the web site supplied to me/us by ACE. I/we acknowledge that the Terms and
Conditions for use of the ACE Online Web Site are incorporated into and form part of this Agreement and I/we agree to
be bound by the Terms and Conditions for use of the ACE Online Web Site in force from time to time.
I/We agree that the Intermediary Terms of Business Agreement for Online Trading between me/us and ACE shall
become effective when signed by ACE.
For and on behalf of the Intermediary:
SIGNATURE:.…………………………………………………………………………
PRINT NAME:.………………………………………………………………………..
POSITION:…………………………………………………………………………… DATE: ……………………
ACCEPTANCE BY ACE
For and on behalf of ACE:
SIGNATURE: …………………………………………………………………………..
PRINT NAME: …………………………………………………………………………
POSITION:……………………………………………………….……………………..
Upon acceptance by ACE, one copy of the dated, signed Agreement and all attachments shall be returned by ACE
to the Intermediary.
THE SCHEDULE:
COMMISSION:
As notified in writing by ACE to the Intermediary from time to time.

ACE EUROPEAN GROUP LIMITED
INTERMEDIARY TERMS OF BUSINESS AGREEMENT
FOR ONLINE TRADING
UK - England, Wales, Northern Ireland, Scotland. Online Trading IBTA 19 10 06
“Premium” means the amount inclusive of Taxes payable by the
Policyholder to ACE in consideration for the cover afforded by ACE and
shall also include any additional, return or adjustment amounts;
TERMS AND CONDITIONS
WHEREAS:
(A)
ACE is duly authorised to carry on certain classes of General Insurance
under the Financial Services and Markets Act 2000; and
“Schedule” means the schedule to this Agreement which forms part of and
must
be
read
in
conjunction
with
this
Agreement.
(B)
ACE and the Intermediary wish to set out the terms and conditions on
which the Intermediary shall place General Insurance business with
ACE.
“Taxes” means all insurance premium taxes and other para-fiscal charges
which may be levied on Premium by United Kingdom or overseas fiscal
authorities.
IT IS HEREBY AGREED as follows:
1.
Definitions and Interpretation
1.1
“Affiliates” means any company which is a subsidiary or parent or holding
company of a Party or a subsidiary of any such parent or holding company
where “subsidiary” and “holding company” shall have the same meaning
assigned to them under section 736 of the Companies Act 1985, as amended
by Section 144 of the Companies Act 1989;
1.2
Words in the singular shall include the plural and vice versa and the masculine
gender shall be deemed to include the feminine and neuter and vice versa.
1.3
The headings are for convenience only and shall not affect the interpretation of
any provision of this Agreement.
1.4
References to any enactment shall include references to any statutory
modification or re-enactment thereof or to any regulation or order made under
such enactment as amended or replaced from time to time (or under such a
modification or re-enactment).
2.
Scope
2.1
This Agreement sets out the rights and obligations of the Parties only in
respect of the matters specifically addressed in this Agreement and shall apply
to the conduct of any business which has been or maybe transacted between
the Parties relating to General Insurance business on or after the date of this
Agreement. The terms of this Agreement supersede the terms of any other
business agreement already in place between ACE and the Intermediary.
2.2
Nothing in this Agreement shall grant the Intermediary authority to grant or
amend General Insurance business on behalf of ACE, commit ACE by
contract or otherwise, or impose any obligation or liability on ACE, alter any
document or Policy, negotiate or settle any claim on behalf of ACE, or give
credit or effect instalments in the name of ACE for Premiums or make any
non-exempt financial promotion on ACE’s behalf. A separate Delegated
Authority Agreement concluded in writing with ACE shall cover any such
authority granted to the Intermediary.
2.3
For all purposes of this Agreement, the Intermediary shall be the agent of the
Policyholder or the Proposer except where otherwise expressly provided for
or pursuant to any statutory enactment or regulation. Nothing in this
Agreement shall override the duty owed by the Intermediary to its clients to
place the interests of its clients before all other considerations nor shall this
Agreement override any legal or regulatory requirements (whether obligatory
or advisory), which may apply to the Intermediary, ACE or the placing of
any General Insurance business.
2.4
Each proposal for General Insurance business, renewal of existing General
Insurance business or continuation of cover in respect of any existing General
Insurance business will be accepted or declined by ACE at its sole discretion.
The Intermediary is under no obligation to offer any proposal for General
Insurance business or renewal of any existing General Insurance business to
ACE.
“Agreement” means this Agreement and the attached schedule;
“Application Form” means the form of questionnaire supplied to the
Intermediary by ACE, completed by the Intermediary and returned to
ACE and attached to this Agreement, together with all attachments and
amendments thereto supplied by the Intermediary.
“CASS” means the FSA’s Client Assets Sourcebook;
“Commission” means the amount of the authorised deduction from the
Premium that may be retained by the Intermediary as stated in the
Schedule to be reviewed on an annual basis or as shall be notified by
ACE in writing to the Intermediary from time to time;
“Credit Period” means the period (beginning on the last day of the month
in which the Policy incepts or renews; or with respect to any additional
Premium, from the date the additional Premium appears in the statement of
account produced by ACE) by which ACE requires payment of the
Premium to be made to it, being the period as shown in the Schedule unless
otherwise stated in the Policy or otherwise agreed in writing by ACE with
respect to any particular Policy;
“Delegated Authority Agreement” means any written agreement entered
into by ACE and the Intermediary delegating to the Intermediary
authority to: grant or amend cover on behalf of ACE; commit ACE by
contract or otherwise or impose any obligation or liability on ACE; alter any
document or Policy; negotiate or settle any claim on behalf of ACE; and/or
give credit or effect instalments in the name of ACE for Premiums;
“FSA” means the Financial Services Authority or any successor regulatory
body;
“General Insurance” means any insurances falling within Part 1 of
Schedule 1 to the Financial Services and Markets Act 2000 (Regulated
Activities) Order 2001 (S1 2001/544) as amended from time to time;
3.
Commission
“ICOB” means the Insurance Conduct of Business Rules promulgated and
issued by the FSA from time to time;
3.1
“Intellectual Property” means all current and future legal and/or equitable
interests in copyrights, database rights, confidential information, patents,
designs or other Intellectual Property rights wherever in the world
enforceable (including but not limited to sui generis rights in relation to
database
and
whether
registered
or
not);
ACE agrees to allow the Intermediary the Commission on new and renewal
business it places with ACE unless otherwise agreed in respect of any
particular Policy, in which case the specific rate of Commission agreed for
that particular Policy shall prevail.
3.2
Where Commission is to be remitted to the Intermediary by ACE, the
Intermediary shall not be entitled to receive any Commission payable by
ACE from the Premium until ACE has received the relevant Premium from
the Premium Finance Provider. Where the Commission is to be remitted to
the Intermediary by the Premium Finance Provider, the Intermediary
shall not be entitled to receive any Commission until 90 days following the
end of the month in which the Policy has been booked by ACE. A Policy
shall be deemed to have been booked by ACE when the Intermediary
successfully enters the Premium amount and Policyholder payment details
into the relevant ACE payment scheme (as identified to the Intermediary by
ACE from time to time) in the Premium Finance Provider’s PLaSMA
system.
3.3
If any Premium, or part of any Premium, is, by reason of cancellation of the
insurance or otherwise, returned to the Policyholder, the Intermediary shall
refund the amount of Commission on such return Premium to ACE or the
Premium Finance Provider as directed at the time of settlement of account..
3.4
The Intermediary shall promptly on request disclose to each Policyholder
the amount of any Commission in respect of the General Insurance business
placed on behalf of that Policyholder in monetary terms, or, if the precise
“Party” or “Parties” means a party or the parties to this Agreement
respectively;
“Policy” means the contract of insurance placed with ACE by the
Intermediary acting on behalf of the Policyholder during the existence of
this Agreement;
“Policyholder” means the named person or entity to whom the Policy
placed by the Intermediary is issued or, in the case of a Group Policy, the
named person or entity to whom the Group Policy placed by the
Intermediary is issued and/or any member of the group entitled to make a
claim under the Group Policy.
“Proposer” means a named person or entity proposing to place a contract of
insurance with ACE;

ACE EUROPEAN GROUP LIMITED
INTERMEDIARY TERMS OF BUSINESS AGREEMENT
FOR ONLINE TRADING
UK - England, Wales, Northern Ireland, Scotland. Online Trading IBTA 19 10 06
unless otherwise agreed, ACE’s statement shall be the basis of accounting for
all transactions between ACE and the Intermediary.
amount of such Commission is unquantifiable, provide an estimate of the
amount likely to apply in relation to that General Insurance business.
4.
Premium & Claims
4.1
(a)
ACE authorises the Intermediary to act as the agent of ACE for the
sole purpose of receiving and holding Premium and claims monies in
accordance with clauses 4.1(b) and 4.2 below.
4.1
(b)
The Intermediary shall act as the agent of ACE for the purposes of
receiving and holding premiums due to ACE from Policyholders in respect of
any General Insurance business. The Intermediary shall also act as the agent
of ACE for the purposes of holding and paying return Premiums due to
Policyholders on ACE’s behalf. Save for the purposes of remitting claims
monies to a Policyholder via another Intermediary, the Intermediary has no
authority to permit any third party, sub-agent or appointed representative to
receive, hold or pay any money on behalf of ACE without ACE‘s prior
consent.
4.1 (c)
Clause 4.1 (b) shall not apply in respect of any General Insurance
business where ACE has imposed a premium payment warranty or premium
payment condition in a Policy. In such cases the Intermediary shall receive
and hold premiums on behalf of the Policyholder. The Intermediary shall
continue to receive and hold claims monies on such General Insurance
business on behalf of ACE in accordance with 4.1 (b).
5.2
Each statement of account shall provide details of all Policies bound,
Premium, paid or outstanding and due to ACE (where applicable), all
Premium returnable to the Policyholdr by ACE, in the form agreed with
ACE and all Commission paid, outstanding or due to the Intermediary.
5.3
If requested by ACE, the Intermediary shall provide to ACE statements
produced by the Intermediary for reconciliation purposes setting out details of
all Policies placed with ACE, identifying each Policy and all items of
Premium
and
Commission.
5.4
If requested by ACE, the Intermediary shall provide to ACE, at the time
specified in the request by ACE, a statement in agreed form in relation to each
Premium showing the element of the Premium that relates to a risk located in
a particular country or territory and the various taxes, Para fiscal taxes, duties
and governmental imposts or levies to be accounted for to the appropriate
fiscal authority of that country or territory.
5.5
Upon receipt of the statement of account from ACE the Intermediary shall
have 21 days to notify ACE in writing of any discrepancies or omissions
between ACE’s statement of account and the records of the Intermediary
(including any failure by ACE to show a particular Premium paid or due).
Any discrepancies notified to ACE shall be promptly considered by ACE.
Any discrepancy agreed by ACE shall be shown as an adjustment to a
subsequent statement of account. The existence of any discrepancy or
omission from ACE’s statement of account shall not in any way alter the
obligation of the Intermediary under this Agreement, or the obligations of
any Policyholder under the terms of any Policy, to pay Premium to ACE.
6
Termination
6.1
This Agreement may be terminated:
4.2 All Premiums together with any Government levies and/or Taxes that may be
applicable from time to time less appropriate Commission shall be paid to and
received by ACE within the Credit Period unless otherwise prescribed by the
terms of the Policy.
4.3.
4.4
Pending payment to ACE of Premium, the Intermediary shall hold Premium
as agent of ACE within its client monies account, which shall be a nonstatutory trust account established in accordance with CASS 5.4. ACE hereby
consents to such monies being co-mingled with the Intermediary’s other
client monies. ACE further consents to its rights over monies held within the
Intermediary’s client monies account being subordinated to those of the
Intermediary’s clients’ in accordance with CASS 5.1.5.
ACE may terminate this Agreement if the Premium due is not received by
ACE within the Credit Period or, in the alternative and strictly at ACE’s
discretion, ACE may charge the Intermediary interest on any overdue
Premium at 3% above the 3 month London Interbank Borrowing Rate.
6.2
4.5
4.6
The Intermediary shall notify ACE as soon as it becomes aware (but no later than
the day following the expiry of the Credit Period) that the Premium has not been
paid by the Policyholder in which case ACE reserves the right to exercise all rights
that it has under any Policy, including the right to apply any cancellation clause
applicable to any Policy, or any right to charge interest for non-payment of Premium
where cover is maintained; or remain on risk for a specified period pending payment
of the Premium.
6.1.1
By the Parties at any time by mutual agreement; or
6.1.2
By either Party on the expiry of 60 days' written notice to the other
party; or
6.1.3
By ACE immediately, without notice, if it has reasonable grounds to
suspect fraud, or the administration of the account is such as to
prejudice the interests of the Policyholder and/or ACE.
The Intermediary’s appointment will terminate immediately:
6.2.1
6.2.2
The Intermediary shall be liable for payment to ACE of the Premium net of
Commission for any period of time that cover is maintained under the Policy
if:
4.5.1 The Intermediary fails to notify ACE under Clause 4.4 herein; or
6.2.3
If at any time the Intermediary fails to maintain professional
indemnity insurance at a level acceptable to ACE; or
6.2.4
If the Intermediary, having been notified by the FSA or ACE of a
failure by the Intermediary to comply with any legislative provision
of the Financial Services and Markets Act 2000 or any material rules
or regulations relative to the insurance business the subject of this
Agreement, is in breach or commits a breach of any legislative
provision as laid down by the FSA; or
6.2.5
If, in ACE's judgment, there is any material breach of the terms of
this Agreement that, being capable of remedy, has not been rectified
within a reasonable period of time following a written request by
ACE to do so.
4.5.2 ACE at the request of the Intermediary makes payment in respect of
any Policy claim before the payment to ACE of the Premium due net
of Commission.
4.7
The obligations of the Intermediary under Clause 4 apply notwithstanding:
4.7.1 Any arrangement whereby the Intermediary has allowed credit to the
Policyholder.
4.7.2 Any delay in passing to or crediting to ACE monies received or due
from the Policyholder because of delays within the Intermediary's
accounting system.
4.7.3 Any failure or delay in producing Policy documentation.
4.7.4 Any arrangement whereby any Affiliate of the Intermediary has
received the Premium from the Policyholder and/or the Intermediary
has arranged for any Affiliate of the Intermediary to pay the Premium
to ACE on the Intermediary’s behalf.
4.7
The Intermediary’s liability to ACE for Premium pursuant to s.53 (1) of the
Marine Insurance Act 1906 remains unchanged.
5
Statements of account and the basis of accounting
5.1
ACE shall be responsible for the preparation of annual statements of account
(if requested by the Intermediary) in respect of the General Insurance
business that is the subject of this Agreement (which may be contained in
writing, disk, tape, direct on-line communication to computer terminal, or any
other method of communication agreed by ACE and the Intermediary) and,
Upon the death, liquidation, dissolution, insolvency, receivership, or
administration of the Intermediary, or if the Intermediary enters
into a provisional liquidation or a composition with creditors; or
If the Intermediary’s regulatory status with or authorisation by the
FSA is terminated, withdrawn or is subjected to conditions that, in
ACE’s opinion, could materially affect the Intermediary’s
performance of its obligations under this Agreement; or
6.3
Upon termination and subject to any procedure agreed between the Parties to
the contrary at the time of termination, ACE and the Intermediary shall
remain liable to perform their obligations in accordance with the terms of this
Agreement in respect of all Policies subject to this Agreement until all such
Policies have expired or have otherwise been terminated.
6.4
Unless otherwise agreed no Commission shall be payable by ACE to the
Intermediary in respect of any Policy that is renewed by ACE after
termination of this Agreement.
6.5
Notwithstanding Clause 6.3, in order to fulfil its contractual and regulatory
obligations if termination occurs under Clauses 6.1.3 or 6.2, ACE shall be
entitled to liaise directly with Policyholders over the conduct of the Policies in
existence at the date of termination of this Agreement or alternatively and at
its absolute discretion appoint a third party to do the same. From the date that
ACE invokes this Clause no Commission shall be paid to the Intermediary in
respect of the General Insurance business placed by the Intermediary and no

ACE EUROPEAN GROUP LIMITED
INTERMEDIARY TERMS OF BUSINESS AGREEMENT
FOR ONLINE TRADING
UK - England, Wales, Northern Ireland, Scotland. Online Trading IBTA 19 10 06
compensation in respect of the termination of this Agreement howsoever such
termination arises or is effected shall be payable to the Intermediary but the
Intermediary shall be entitled to Commission properly due up to the date of
termination
6.6
and claims accounting of any General Insurance business which takes place
between ACE and the Intermediary, including but not limited to the
maintenance of any separate bank account in relation to the Premium.
8.3
Notwithstanding termination of this Agreement for any reason under Clause 6
and notwithstanding Clause 8.2, where one Party’s compliance with its
respective legal, licensing and regulatory requirements including industry
codes of practice necessarily requires assistance and/or information from the
other Party, that other Party shall use reasonable endeavours to provide such
assistance and/or information to the requesting Party as is reasonable in the
circumstances.
8.4
The Intermediary shall inform ACE in relation to all General Insurance
business whether the Policyholder is classified as a retail customer or a
commercial customer for the purposes of ICOB.
8.5
The Intermediary shall issue or provide to all Policyholders all documents or
information required to be issued to Policyholders under Chapter 5 of ICOB
within the timescales specified by these rules.
8.6
The Intermediary shall promptly notify ACE and in writing of any material
information provided to the Intermediary by any Policyholder in accordance
with the terms of their Policy, including, but without limitation, notification of
any claim. For this purpose, for the avoidance of doubt, the Intermediary
undertakes this provision of information as the agent for the Policyholder.
8.7
The Intermediary shall issue notices of Policyholder’s rights to cancel General
Insurance business in all instances where such notices are required by Chapter
6 of ICOB and in accordance with these rules.
9.
Company Property
9.1
All Intellectual Property, books and documents and computer software and
hardware belonging to ACE and/or held on behalf of ACE and/or relating to
business conducted under this Agreement or for and on behalf of ACE
(whether as a consequence of any delegated authority or not) and in the
possession of the Intermediary shall at all reasonable times be available to
ACE and its duly authorised representatives for inspection and audit.
9.2
If this Agreement is terminated or notice of termination is given, such
Intellectual Property, books and documents and computer software and
hardware belonging to ACE and/or held on behalf of ACE must be delivered
to ACE by the Intermediary forthwith
9.3
The Parties shall not use or make use of any of the other Party’s Intellectual
Property, name, trademarks, service marks or logos without first obtaining the
written consent and approval of the other Party.
10.
Confidentiality
10.1
Each of the Parties will treat information and Intellectual Property received
from the other relating to this Agreement and to the General Insurance
business as confidential and will not disclose it to any other person not entitled
to receive such information except as may be necessary to fulfil their
respective obligations in the conduct of the General Insurance business and
otherwise as may be required by law or regulation.
10.2
Each of the Parties shall be entitled to disclose such information where
necessary to its insurers or reinsurers, actuaries, Affiliates, auditors,
professional agents and advisers provided such persons are made aware of the
obligations of confidentiality. The disclosing Party shall remain liable for any
unauthorised disclosures by such persons.
10.3
Clause 10.1 shall not apply to information which was rightfully in the
possession of such Party prior to this Agreement, or which is already public
knowledge or becomes so at a future date (otherwise than as a result of a
breach of Clause 10.1).
11.
Data Protection
11.1
ACE and the Intermediary shall comply with all applicable obligations
imposed by or made under the Data Protection Act 1998 (“DPA”) together
with any regulations and orders made thereunder and any applicable codes of
practice.
At the expiry or termination of all Policies subject to this Agreement ACE
will prepare a final statement of account as between ACE and the
Intermediary. The Intermediary shall make settlement within three business
days of receipt of this statement of account.
7.
Information
7.1
The Intermediary must notify ACE immediately and in writing:
7.1.1
of any change in its business address;
7.1.2
of all changes in the ownership, directors, partners or controllers of
the Intermediary particularly where a shareholding of 15% or more
is involved, and of all changes in the name or trading name of the
Intermediary and any material change in capital structure;
7.1.3
if any owner, partner, director or controller of the Intermediary:
(a)
is or becomes subject to disciplinary proceedings
instituted by any professional body or the FSA; or
(b)
7.1.4
7.2
7.3
is or becomes convicted of any criminal offence; or
if any credit facility or agency agreement with any other insurer
withdrawn or terminated by reason of any fault on the part of the
Intermediary.
7.1.5
if there is any material change in the cover afforded by the
Intermediary’s professional indemnity insurance or if it cannot
comply with the minimum level required by any applicable statutory
enactment or regulation as amended from time to time;
7.1.6
of any termination, withdrawal or conditions affecting the
Intermediary’s regulatory status with or authorisation by the FSA;
7.1.7
if the Intermediary or any owner, partner, director or controller
becomes bankrupt or insolvent, goes into liquidation, enters into
composition with its creditors or has a receiver or administrator
appointed;
7.1.8
if the Intermediary or any of its principals, directors or officers shall
be the subject of any disciplinary and/or enforcement proceedings by
the FSA or any relevant authority;
7.1.9
of any other material change in its circumstances including but not
limited to its ownership, capital structure or financial situation which
may affect its capacity to carry out its obligations under this
Agreement.
In connection with this Agreement, the Intermediary has provided ACE with
a completed Application Form and, in submitting this Application Form , ,
the Intermediary hereby expressly authorises, to the extent legally permitted,
ACE to obtain access to all such bank, employment and other records as ACE
may deem necessary to verify the information provided in the Application
Form. The Intermediary understands and agrees that, consistent with the
criteria established by the Association of British Insurers, ACE also may both
seek from and provide references to other insurers based on the information
provided.
The Intermediary hereby represents and warrants to ACE that:
7.3.1
The information given in the Application Form to ACE is true and
complete in all material respects; and
7.3.2
The Intermediary shall immediately inform ACE of any material
changes to the information supplied in the Application Form.
7.4
ACE reserves the right to require the Intermediary to provide such
information as ACE reasonably requires.
8.
Compliance
12.
Access to Records
8.1
The Intermediary represents and warrants to ACE that it is authorised by the
FSA to conduct insurance mediation activities. ACE warrants that it shall be
authorised to conduct General Insurance business from the date of this
Agreement.
12.1
8.2.
Each Party is responsible for compliance with all their respective legal,
licensing and regulatory requirements including industry codes of practice
(whether imposed under any law or by the FSA or otherwise) applicable to the
production, placing of new business or renewals, claims handling, Premium
Subject to any legal or regulatory requirement stipulating a longer period, the
Intermediary will retain all of the records (including those in electronic form)
created or held by it in its capacity as agent of ACE and all records received
by the Intermediary for the purposes of the introduction, arranging,
concluding, administration or performance of the General Insurance business
for 6 years.
12.2
The Intermediary agrees to allow ACE, on reasonable notice, to inspect and
to make copies of the following:-

ACE EUROPEAN GROUP LIMITED
INTERMEDIARY TERMS OF BUSINESS AGREEMENT
FOR ONLINE TRADING
UK - England, Wales, Northern Ireland, Scotland. Online Trading IBTA 19 10 06
12.3
13
12.2.1
The accounting records pertinent to any General Insurance
business including information relating to the receipt and
payment of premiums and claims and documentation such as any
insurance contract or slip endorsements, addenda or bordereaux
in the possession of the Intermediary relating to the General
Insurance business; and
12.2.2
Documents as may be in the possession of the Intermediary
which were disclosed to ACE by the Intermediary in respect of
any General Insurance business including, but not limited to,
documentation relating to the proposal for General Insurance
business, the placing thereof (including endorsements and
reinstatements) and any claims thereunder.
In the event that the ACE requests the Intermediary to carry out any functions
or duties on its behalf, such as the appointment of loss adjusters, lawyers or
others, or the Intermediary otherwise acts as an intermediary between ACE
and its representatives or agents:
12.3.1
The Intermediary accepts ACE’s appointment or instructions on
the basis that the information received by it in respect of a claim
made upon any General Insurance business is disclosable to the
Intermediary’s client.
12.3.2
All documentation and records created or received by the
Intermediary in the performance of such functions or duties shall
be and remain the property of ACE, other than documents over
which the Intermediary has a proprietary commercial interest.
12.3.3
The Intermediary will take reasonable steps to retain, maintain
and safeguard any ACE documents in the Intermediary’s
possession in accordance with any regulatory requirements which
apply to ACE and of which the Intermediary has notice.
12.3.4
On termination of this Agreement for whatever reason and on
reasonable notice the Intermediary will deliver up to ACE such
documentation if requested.
Complaints
Each Party will notify the other immediately on receipt of any complaint
from Policyholder or Proposer relating to the General Insurance
business subject to this Agreement.
14.
Conflicts of Interests
The Parties will adopt and/or maintain procedures to ensure that each has
in arrangements for the identification and management of any conflicts of
interest that may arise in relation to any General Insurance business.
15
Variation and Assignment
15.1
ACE reserves the right to vary the terms of this Agreement at any time by
writing to the Intermediary on 14 days’ notice. All variations must be in
writing.
15.2
ACE reserves the right to assign this Agreement to any of its Affiliates.
15.3
The Intermediary may not assign this Agreement without the prior
written consent of ACE.
16
Arbitration
16.1
Any dispute arising out of or in connection with this Agreement shall be
referred to and finally resolved by arbitration under the Rules of the
London Court of International Arbitration, which Rules are deemed to be
incorporated by reference into this Clause.
16.2
The number of arbitrators shall be one and the place of arbitration shall be
London.
17
Rights of Third Parties
17.1
No term of this Agreement is enforceable under the Contracts (Rights of
Third Parties) Act 1999 by a person who is not a Party to this Agreement.
18
Governing Law and Jurisdiction
18.1
This Agreement shall be governed by, and construed in accordance with,
English law.
19
Notice
19.1
Any notice required to be given under this Agreement or pursuant to
statute, law or regulation shall be in writing and shall be sufficiently given
if forwarded by hand, registered prepaid post or sent by facsimile
transmission to the relevant Party and shall be deemed to have been given
and received; in the case of hand delivery; at the time of delivery, and in the
case of registered post; three business days after the date of mailing, and in
the case of facsimile transmission; at the time of transmission subject to the
notice being confirmed by registered post despatched within one business
day of the day of transmission.
20
Waiver
20.1
No failure or delay on the part of ACE in exercising any right, power or
remedy under this Agreement and no course of dealing on any occasion
shall operate as a waiver and no single or partial exercise of any such right,
power or remedy shall preclude any future exercise of that or any other
right, power or remedy.
21
Severability
21.1
In the event that any provision, clause, section, term or condition in this
Agreement is deemed or becomes illegal, void or invalid whether by law
or found to be unenforceable for any reason then the said provision, clause,
section, term or condition shall be severable from this Agreement and the
remainder shall survive.
END OF TERMS OF BUSINESS