TERMS OF BUSINESS AGREEMENT

Transcription

1 Easy Broking Online Ltd. Minories House 2-5 Minories London, EC3N 1BJ. And The Agent... TERMS OF BUSINESS AGREEMENT V Easy Broking Online Ltd. is authorised and regulated by the Financial Conduct Authority

2 Clause CONTENTS Page No. PARTIES... 2 INTRODUCTION DEFINITIONS & INTERPRETATION APPOINTMENT & TERM DUTIES OF THE AGENT REVIEW & AUDIT AUDIT & PROCEDURES INDEMNITY TAXATION/FEES PREMIUMS & COMMISSIONS ACCOUNT STATEMENT CLIENT / INTERMEDIARY RELATIONSHIP INSURER MONIES ("RISK TRANSFER") AND CLIENT MONIES PREMIUM COLLECTION GENERAL CONDITIONS TERMINATION DATA PROTECTION ACT CONFIDENTIALITY WARRANTY COMPLIANCE COMPLAINTS ENTIRE AGREEMENT WAIVER NOTICES & PROCEEDINGS AUTHORITY COUNTERPARTS GOVERNING LAW AND JURISDICTION SCHEDULES

3 THIS AGREEMENT is made the day of..in the year. PARTIES: (1) Easy Broking Online Ltd. (Company No FRN: of Minories House, 2-5 Minories, London, EC3N 1BJ ( the Company ); And (2) The Agent (FRN :..).. of..... INTRODUCTION: This Agreement confirms the Company s approval of the Agent, based on the information contained within the Application Form submitted by the Agent, to market and sell the Products of the Company in accordance with the terms and conditions contained herein. 1. DEFINITIONS AND INTERPRETATION: 1.1 In this Agreement and the Introduction and schedules the following words and expressions have the meanings set out opposite them unless the context indicates otherwise: Agency Application means the application for agency facilities form completed by the Agent and attached separately; Commencement Date means the start date of this Agreement; Commission means the amount that the Agent shall receive for introduction or securement of business as described in Schedule 1; Company means Easy Broking Online Ltd.; Credit Terms means the basis on which payment must be made to the Company for the products provided by the Company; Customer means the customer of the Agent who purchases the Product(s) from the Agent; FCA means the Financial Conduct Authority; General Insurance Business means insurance business of any of the contracts of insurance specified in Schedule 1 Part 1 of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 or subsequent equivalent regulation; IBA means Insurance Bank Account, which shall have the meaning, ascribed to it by the FCA; 2

4 Insurer means the Insurer or Insurers whose policies are made available to the Agent by the Company; IPT means Insurance Premium Tax as the same may be levied on insurance premiums or any other tax or levy as may be imposed on insurance premiums from time to time; The Policies/Certificates means the policies of insurance sold in accordance with the terms of this agreement as specified in Schedule 1; Policy/Certificate holder means the person or third party to whom the Insurance Policy/Certificate is issued; Products means the products specified in Schedule 1 and as amended by the Company from time to time; Services means the services set out in sub-clause 3; Sub-Agents means persons/companies or third parties introducing insurance business to The Agent. 1.2 In this Agreement and the Introduction and Schedule 1: Words denoting the singular number shall include the plural and vice versa; Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement; The expression this Agreement includes a reference to the Schedules; References to Clauses, paragraphs and Schedules are to Clauses, paragraphs and Schedules of this Agreement; Any reference to a statute or statutory provision shall be construed as including a reference to any statutory modification, consolidation, or re-enactment (whether before or after the date hereof) from time to time and shall include reference to any provision of which it is a re-enactment (with or without modification); APPOINTMENT AND TERM: 2.1 The Company hereby appoints the Agent to sell the Policies/Certificates to potential Policy/Certificate holders and to act as agent for the Company in relation to the administration of all proposal forms/statement of facts for Policies/Certificates and the operation of the Policies/Certificates. For the avoidance of doubt, the Agent does not have the authority under this Agreement or otherwise, to issue or renew Policies/Certificates or to settle claims in relation to such Policies/Certificates. 2.2 This Agreement will commence on the date of the signature shown on page 17 and will continue until terminated by either party in accordance with Clause 14.1 herein. 2.3 This Agreement cancels and replaces all previous and existing Agreements. 3

5 2.4 The Agent shall not without the knowledge and consent of the Company grant any sub- Agency arrangements or place any business with the Company, which has come to the Agent via another intermediary. Nothing in this Clause shall restrict the right of the Company to decline to accept business from the Agent provided it is reasonable for the Company to do so in the circumstances relating to the Agent concerned. In the event that the Company declines to accept business from the Agent the company will notify the Agent in writing giving its reasons. 3. DUTIES OF THE AGENT: 3.1 In consideration of being able to sell the Products of the Company the Agent shall: Be obligated to at all times during the continuance of this Agreement act with utmost good faith towards the Company in all matters; Advise the Company immediately if the Agent fails to maintain FCA authorisation at any time during the term of this Agreement; Agree to adhere to guidelines issued by the FCA as an authorised firm; Comply with and be bound by all applicable laws, regulations and codes when transacting business in accordance with the terms of this Agreement; Promote, market and sell the product(s) in accordance with the relevant codes of conduct (i.e. ABI and/or FCA where applicable) and provide a standard of service which meets such requirements and complies with the terms set out in the Product Schedule(s); Ensure that the Product sold matches the requirements of the customer, as far as possible and ensure that the following aspects are documented: The Complaints Procedure, How to make a claim and any emergency procedures, The Cooling- Off Period, Any specific Important Notes relating to the specific Product; Ensure that their office/business is manned at all agreed times (including locum cover for vacations/business travel of any Senior Employee, Director or Officer) and therefore the Agent shall not rely on the services provided by the Company to cover such periods; Any Complaints received from a Policy/Certificate holder relating to any form of dissatisfaction in respect of a Policy/Certificate provided by the Company, should be dealt with in accordance with the guidelines set out in section 19 of this document. All these Complaints must be acknowledged by the Agent, however such acknowledgement must not contain any views or comments as to the Agent s opinion of the matter or anticipate the likely outcome of any decision to be made by The Company or Insurers; Show clearly any additional fees or charges levied in excess of agreed Commissions in relation to any Product(s); such fees or charges having already been agreed by the Company in writing; 4

6 Have in place E&O (Errors and Omissions) cover with a minimum limit of indemnity of at least EUR 1m. per claim and EUR 1.5m. in the aggregate annually or three times the annual income of the firm - whichever is the greater and with an excess which does not exceed the greater of 3% of the annual income or 5,000; Where it has been agreed that the Agent may prepare their own marketing material, drafts must be submitted to the Company for approval in good time (being at least fourteen (14) days before it is required). Marketing material shall include - but not be limited to - brochures, advertising material, application forms, policy wordings in respect of the Company s Products; Where promotion/marketing of the Product(s) is to be made via the Internet (and the transacting of business where applicable), obtain approval, in writing, from the Company before any Products are made available; Ensure that all Policies/Certificates issued by the Agent on behalf of the Company are subject to the terms and conditions contained in this Agreement and in the course of dealing with all Policy/Certificate holders bring to their notice such terms and conditions as are required to be made known to them; Shall procure that all staff engaged by it shall offer an efficient and courteous service to the public, the Policy/Certificate holder and the prospective Policy/Certificate holder and in accordance with the requirements of the Principles for business specified by the FCA; The Agent will deliver by post or transmit via electronic means all proposals or statements of facts to the Company within three (3) working days of them being received and will observe all instructions received from the Company in the conduct of its business; 3.2 The Agent shall not: Issue any Policies/Certificates, cover notes or other policy documentation on behalf of the Company or otherwise or renew or extend the period or increase the limits on any Policies/Certificates issued by the Company, unless specifically authorised to do so in writing by the Company; Delegate any authority granted hereunder. Notwithstanding the foregoing the Agent shall be entitled to delegate to employees who will perform obligations on behalf of the Agent (as appropriate). The Agent accept(s) responsibility for all acts of their respective employees; Pledge the credit of the Company; Act on behalf of any Sub-Agent or Sub-Agents in accordance with the terms of this Agreement, without the Company's prior written consent. Any such Sub-Agent or Sub-Agents must have in force an Agency Agreement with The Agent, which must be agreed by the Company in writing; Use any advertising, promotional or selling materials in relation to the Policies/Certificates except those supplied by the Company (unless agreement

7 has been received in writing from the Company, in which case refer to clause above) and shall at all times carry out any marketing activities in accordance with: a) Best industry practice and standards; b) FCA Regulations; c) Any additional restrictions specified in the Schedule(s); Applicable to the country or countries in which the Agent is carrying on business; Enter into or permit others to enter into premium finance arrangements in the name of the Company other than those previously agreed by the Company; Be entitled to bind the Company except in accordance with the terms of this Agreement unless specifically authorised to do so in writing by the Company. For the avoidance of doubt, except as expressly set out in this Agreement the Agent shall have no authority to do the following (such matters not to be deemed to be exhaustive): a) Bind the Company in contract or in any other way; b) Sign documents on behalf of the Company; c) Make endorsements Make alterations to Policies/Certificates; or purport to alter the terms and conditions, rules, Schedules or the tables of benefits for any Product, unless specifically authorised to do so in writing by the Company; Allow a Policy/Certificate holder or prospective Policy/Certificate holder to assume that anything less than a full and complete disclosure of all material information will suffice for the purpose of an application; Complete or assist in completing an application form (unless the prospective Policy/Certificate holder signs a declaration confirming that all answers provided by a party other than themselves are true and correct); Knowingly to acquiesce in any attempt by a prospective Policy/Certificate holder to mislead the Company or withhold material information, including information which comes into the Agent s possession or knowledge and which is not included in any application form submitted to the Company; Back-date cover under any circumstances; Commence any proceedings against Policy/Certificate holders in connection with disputes in respect of the wording/cover under any policy; The Agent is not authorised to handle claims on the Company s behalf unless otherwise agreed in writing or a Binding Authority has been issued permitting the 6

8 Agent to handle claims. If a Policy/Certificate holder makes a claim or notifies the Agent of an intention to make a claim the Agent shall: (i) (ii) Immediately notify the Company; and Not make any admittance of liability, agreement or compromise in relation to the relevant claim without the Company s prior written consent. 7 For the avoidance of doubt, notice of a claim to the Agent by the Policy/Certificate holder does not constitute notification to the Company. If the Policy/Certificate holder makes a claim or notifies the Company directly of an intention to make a claim the Company shall immediately notify the Agent concerned; Either orally or in writing make or give any promises, warranties, guarantees or representations concerning the Policies/Certificates other than those contained in those terms and conditions. 3.3 The Agent shall promptly inform the Company of any: Complaint received by the Agent as defined by clause 3.1.8; Changes made to the Shareholder, Directors or Senior Officers of the Agent; Change of address or contact details (including telephone, fax and details); Disciplinary proceedings instituted by any professional or regulatory body; Conviction for dishonesty of any nature whatsoever, and Changes to the FCA standing of the Agent that will impact on any of the clauses contained within this Terms of Business Agreement. 4. REVIEW AND AUDIT: 4.1 At least once in every year (or more frequently if requested by the Company) representatives from the Company and the Agent shall meet at a mutually convenient location to review any matters arising in connection with the operation of this Agreement. 4.2 The Company, Insurers or their representatives, shall with reasonable notice have the right at any time during reasonable business hours (without restrictions or limitations) at their own expense to inspect and audit any records of the Agent relating to the Policies/Certificates issued hereunder and shall have the right to make copies or extracts of any such records. 5. AUDIT & PROCEDURES: 5.1 The Agent shall maintain adequate and relevant records of all of its General Insurance business activities and any other matters required by the current regulatory regime including, without limitation, records relating to any FCA reportable complaints relating to General Insurance business transacted under this Agreement for a period of three (3) years or if greater such period required by the then current regulatory regime.

9 5.2 The Agent shall notify the Company immediately it becomes aware of the occurrence of any of the following: Any material occurrences relating to this Agreement, including without limitation those relating to the Insurance Policies/Certificates, customers, Policy/Certificate holders and carrying out of General Insurance business activities under this Agreement; Any threatened or actual litigation in connection with any claim or dispute under an insurance policy or General Insurance business activities carried out pursuant to this Agreement. 5.3 The Agent shall allow the Company and/or the FCA to access the relevant premises including those of any agents, representatives or subcontractors used pursuant to this Agreement to inspect, review and or copy without limitation all records, documents, files, audio and video tapes, computer databases, information stored electronically and any other material or information that the Company or the FCA may lawfully require which relate to the parties obligations under this Agreement and/or the regulatory regime for General Insurance business. 5.4 The Agent undertakes to ensure that it and its employees shall co-operate with the FCA and the Company and assist them in providing information and explanations in response to requests for information during monitoring and investigations by the FCA. 6. INDEMNITY: 6.1 At all times the Agent must advise its customers that it is an agent for the Company but not an employee and as such the Company cannot be held responsible for the Agents own actions. 6.2 In the event that the Company or Agent acts outside of the terms of this Agreement, or performs in a way which constitutes negligence or willful misconduct, the Company or Agent shall indemnify the other party from and against any and all judgments (including the cost of court settlements) and expenses, including reasonable attorney fees, actually and necessarily incurred by the Company or Agent or any of their Officers, Directors or Employees in connection with the defence of any action, suit or proceedings and any appeal thereon. 7. TAXATION/FEES: The Agent shall collect and pay over to the Company all taxes, levies and fees (including authorisation fees) together with any charges, duties and penalties arising thereon and shall indemnify the Company and hold it harmless from and against the payment of all taxes, charges, fees, duties and penalties resulting from or pursuant to the appointment hereunder. Insurance Premium Tax is payable on the full premium paid by the Policy/Certificate holder. 8

10 8. PREMIUMS & COMMISSIONS: 8.1 The Company shall calculate all premiums for Policies/Certificates issued under this Agreement. 8.2 Premiums will be subject to all applicable taxes, including but not necessarily limited to Insurance Premium Tax, at the prevailing rates. 8.3 The Company retains the right to review and amend premium rates and terms and conditions of the Policies/Certificates at any time. 8.4 Commissions shall be processed as set forth in Schedule 1 of this Agreement. Such commission is to be calculated by reference to gross premium net of Insurance Premium Tax. 8.5 The Agent shall be entitled to commission in respect of all new, renewal and additional premiums actually received by the Company through the agency of the Agent as long as this Agreement has not been terminated. 8.6 The Agent will immediately refund to the company any commission paid in respect of any premium or any part of any premium returned to the Policy/Certificate holder by the Company. 8.7 The Agent s entitlement to commission shall cease upon termination of this Agreement. 8.8 The Company reserves the right to vary the rate of commission by giving immediate notice of such variation to the Agent. 8.9 The Agent acknowledges that the commission shall cover all expenses including postage, which the Agent may incur. 9. ACCOUNTS STATEMENT: 9.1 As soon as practicable after the end of each month the Company shall advise by to the Agent the balance due and the statement of account showing the premiums - including Insurance Premium Tax that may be printed by the Agent in their office. The amount due on the account statement must be paid in full within 30 days of the end of the month of inception. The Agent will remit the full balance of the account to the Company. 9.2 In the event that any such payment is not paid on the due date then it is deemed that any Policy/Certificate not paid for within the period specified in 9.1 above is not in force and cover never attached. 9.3 Payment to the Company must be made by electronic transfer or cheque within the period specified by 9.1 above. 10. CLIENT/INTERMEDIARY RELATIONSHIP: 10.1 Insofar as the Policy/Certificate holder has chosen to appoint the Agent to advise upon and arrange his insurance, the Policy/Certificate holder remains the client of the Agent. The Company shall not directly and knowingly solicit such insurance business away from the 9

11 Agent during the course of this Agreement and for a period of five (5) years following termination of same. Furthermore, the Company shall not, without the prior written consent of the Agent, make use of, or pass to any third party, any information supplied by the Agent or his client, for the purpose of knowingly soliciting insurance business away from the Agent In respect of any Policy/Certificate holder who has chosen to appoint the Agent to advise upon and arrange his insurance, the Company shall on request as soon as reasonably practicable and without charge provide such information in respect of premium, reinsurance, claims paid and outstanding, or reserves including reserves for incurred but not reported claims The Company shall on request of the Agent provide any of the information referred to in clause 10.2 in aggregate in respect of insurances arranged differentiated by class of business or other segmentation as the Agent may reasonably request without charge having due regard to the manner in which the Company records and maintains data. 11. INSURER MONIES ( RISK TRANSFER ) & CLIENT MONIES: The Company hereby appoints you as its Agent for the collection of monies on its behalf and (where applicable) for the payment of return premiums to Policy/Certificate holders, subject as follows: The Agent may co-mingle monies held as Agent of the Insurers and client monies in the same account and where this is the case must be held in a trust account in accordance with the FCA s Client Asset Sourcebook, CASS; The Agent is granted Risk Transfer by the Company on behalf of the Insurer but the Agent is not permitted to pass on such Risk Transfer to any other intermediary or third party At all times Insurer Money shall be easily identifiable as being held on trust for the Insurer save that the Insurer agrees that any claim to such money is subordinate to the proper claim of any insured to Client Money; This agreement is conditional on the Agent becoming and remaining FCA authorised; This agreement will expire when replaced by any future agreements governing the treatment of monies under CASS The Agent will supply to the Company on request: Copies of all documents constituting the trust and thereafter copies of any amendments to such documents should the trust be in respect of a non-statutory account; Copies of all audits and accounts produced in relation to the trust should the trust be in respect of a non-statutory account. 10

12 11.3 The Company appointment of you as its Agent for this purpose is for the protection of Policy/Certificate holders and without prejudice to the Company s right to recover from the Agent in respect of any unpaid premium received by the Agent and/or return premium paid to the Agent and not passed to the Policy/Certificate holder. 12. PREMIUM COLLECTION: The Agent shall be responsible for the collection of the relevant gross premiums from the Policy/Certificate holder. 13. GENERAL CONDITIONS: 13.1 The Agent shall ensure the legal and proper handling of Policies/Certificates issued under this Agreement and shall keep complete accounting records and records of all Policies/Certificates issued under this Agreement The Agent shall, unless otherwise agreed by the Company, be liable for and pay all charges and expenses incurred in performing its obligations under this Agreement Unless otherwise agreed in writing, only the Company may appoint adjusters or legal representatives to deal with the Policies/Certificates and will inform the Agent of such appointments. The Agent shall co-operate with and provide information and assistance to such adjusters or lawyers. 14 TERMINATION: 14.1 Without prejudice to the provisions of Clauses 14.2 and 14.3 this Agreement may be cancelled at any time by either party giving the other party 30 days notice in writing. In the event of either party giving notice of cancellation, this Agreement shall terminate and cease to be in force upon expiration of the period of such notice, which period shall run from the date notice of cancellation is received This Agreement shall terminate automatically with immediate effect if at any time any of the parties hereto shall: (i) (ii) (iii) (iv) (v) Become the subject of voluntary or involuntary liquidation or bankruptcy or receivership or administration proceedings; Make any arrangement for the benefit of its creditors; Be merged with, acquired by or otherwise absorbed by any individual, corporation or other business entity or organisation of any kind unless previously agreed by the other parties; Have any licence to conduct business suspended, removed or impaired by any order or decree of any regulatory or judicial authority; Cease to carry on the whole or any substantial part of its business. 11

13 14.3 On the occurrence of any of the matters referred to below, each party may terminate this Agreement at any time by the giving of written notice of cancellation to the other party, such cancellation to be effective from the date of receipt of the written notice by the other parties: (i) (ii) (iii) If any party commits a material breach of any of the provisions of this Agreement, and in the case of a breach capable of being remedied does not rectify such breach within 30 days of written notice of it; or In the event of fraud, nondisclosure or misrepresentation; or If any party acts in a manner to injure the reputation of another party whether directly or indirectly Effect of Termination: (i) (ii) From the date of cancellation or termination of this Agreement (unless the Company provides prior written approval) except as provided in clause 14.2 the Agent shall have no authority to provide the Services or to renew or extend the period or increase the limits of Policies/Certificates already issued; The Agent shall remain liable to perform the Services (as appropriate) and other matters arising under Policies/Certificates in accordance with the provisions of this Agreement until every Policies/Certificate issued prior to termination or cancellation shall have expired or otherwise have been terminated and, in respect of claims, until all such claims have been paid or otherwise resolved; Subject to performing the following obligations: a) The Agent shall deliver to the Company all materials which belong to the Company and which it possesses in connection with this Agreement; b) The Agent shall at all times give the Company access to the records relating to the Products and the Company shall be entitled to take any copies of such records as it sees fit; c) The Agent shall ensure that all references to the Policies/Certificates are removed from its website along with any connection/link to the Company: d) The Agent shall return to the Company all net premiums plus taxes due. 15. DATA PROTECTION ACT: 15.1 The Agent shall at all times maintain all necessary registrations or notifications required under the Data Protection Act 1998 ( the Act ) for the lawful performance of the Services The Agent shall ensure that it, and any person working for it, understands the rights of data subjects under the Act and processes all information relating to the Services ( Policyholder Data ) in accordance with those rights. 12

14 15.3 The Agent will take appropriate technical and organisational measures to ensure that no unauthorised or unlawful processing of Policyholder Data takes place and against accidental loss or destruction of, or damage to, such Policyholder Data The Agent shall not transfer Policyholder Data to any third party without the prior written consent of the Company who is the Data Controller in respect of that Policyholder Data under the Act. 16. CONFIDENTIALITY: 16.1 Each party may in the course of this Agreement provide the other party (ies) with information, which has not before been made available to the public. This information may include but is not limited to statistical information, information concerning products, and customers and information concerning the business of the Company and the Agent (whether written, oral, pictorial or in any other form). This information shall hereinafter be referred to as the Confidential Information Such Confidential Information will be used solely for the purpose of providing the Services The receiving party undertakes not to disclose any Confidential Information to any third party, or use the Confidential Information except as required by applicable law or legal process. The receiving party may disclose such Confidential Information to its employees as is necessary for them to assist in the provision of the Services, providing they agree to be bound by the provisions of this Clause as if they were a party to it and the receiving party accepts responsibility for their actions. The restrictions in this Clause do not apply to Confidential Information that becomes publicly available other than by an act of the receiving party in breach of this Agreement, or is already in possession of the receiving party other than as a result of a breach of this Agreement The obligations contained in this Clause (16) shall survive termination of this Agreement (for whatever reason). 17. WARRANTY: 17.1 The Agent hereby warrants, represents and undertakes that with effect from the date of this appointment, the Agent: (i) (ii) (iii) (iv) Has completed the Agency Application completely and accurately and that all the answers given are true and not misleading; Has not been served with a petition for bankruptcy or had a liquidator, receiver or administrator appointed or any application for a winding up order filed; Has not been refused or had revoked any authorisation to carry on business as an Insurance Agent or any kind inside or outside the United Kingdom; Has not been served with any notice or order restricting its business activities in any country in which the Agent carries on business; 13

15 (v) (vi) Has not been subject to any disciplinary measures imposed by any insurance industry regulatory body in the country in which the Agent carries on business; Has not been convicted of any offence involving fraud or other dishonesty under legislation applying inside or outside the United Kingdom. 18. COMPLIANCE: 18.1 The appointment of the Agent under this Agreement is subject to the following conditions: The Agent shall prepare and file all applications, reports, statements declarations, returns and other documents or information necessary for it to qualify or otherwise obtain approval to perform or continue to perform its obligations hereunder and comply with all legal and regulatory requirements in each jurisdiction where such approval or compliance is necessary; The Agent shall ensure it is authorised and continues to be authorised by the FCA for insurance selling and administration of General Insurance business and complying at all times with the requirements of the FCA regulations (ICOB s) on Insurance Selling and Administration and as amended from time; The Agent shall maintain in force at all times Professional Indemnity Insurance in accordance with at least the minimum FCA requirements; The Agent shall maintain minimum capital requirements in accordance with FCA requirements; The Agent shall comply at all times will all applicable legislation regulations and directives applicable to its business including without limitation the Data Protection Act 1998 and the Consumer Credit Act 1974; Notwithstanding clause above, so as to protect the interest of the Policy/Certificate holder, the Agent will not unduly limit the number of Insurers it is able to use and at all times will act independently and impartially placing the interests of the Policy/Certificate holder before all other consideration The Company shall at all times during the course of this Agreement: Take all such steps as are necessary to be authorised lawfully to transact General Insurance business; Notify the Agent immediately if the Company has any reason to believe that it may in the future not be authorised to transact General Insurance business, seeks any change to the terms of such authorisation or has any limitations or requirements imposed by a competent statutory authority on the terms of such authorisation; Provide the Agent without charge with such information as the Agent may reasonably require so that the Agent may satisfy itself that the Company is a fit and proper person for the purposes of transacting General Insurance business including, without limitation, reports of any rating agency; 14

16 Administer the business in respect of any Policy/Certificate holder in accordance with the requirements of the Company s authorisation to transact General Insurance business and any relevant code of practice. 19. COMPLAINTS: 19.1 A complaint arises when, in the Policy/Certificate holder s opinion, any party to this Agreement has not performed to the standard of service the Policy/Certificate holder is reasonably entitled to expect. This should include anything that relates to expressions of dissatisfaction about financial loss, material distress and material inconvenience Subject to clause 19.3, the Agent shall handle any Complaint received in according with the FCA rules. The Company will provide any necessary assistance in dealing with the Complaint Any Complaint relating to the Company and its conduct shall be referred to the Company as soon as practicable after receipt, for the Company to respond to in accordance with the FCA and Lloyd s regulations. The Agent concerned will provide the Company with any necessary assistance in dealing with the Complaint (as detailed within clause 3.1.8) The Agent shall ensure that an appropriately competent employee with the relevant level of authority to resolve Complaints handles every complaint and shall also ensure that any person who is the subject of the complaint does not handle the Complaint. 20. ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement between the parties hereto in respect of the matters dealt with herein and supersedes any previous agreement or arrangement between the parties in relation to the Products. 21. WAIVER: No waiver by any of the parties of any of the requirements hereof or of any of its rights hereunder shall release the other parties or any of them from full performance of their remaining obligations stated herein and no failure to exercise and no delay in exercising on the part of any party of any right power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right power or privilege preclude any other or further exercise thereof or the exercise of any other right power or privilege. 22. NOTICES & PROCEEDINGS: 22.1 Any notice required to be given under this Agreement shall be in writing and signed by or on behalf of the party giving it Leaving it at or sending it by facsimile, prepaid recorded delivery or registered post may serve any such notice. Such notices should be sent to: a) In the case of the Company, to Minories House, 2 5 Minories, London, EC3N 1BJ; b) In the case of the Agent, to the address shown on page 2 of this Agreement; 15

17 Or any one party to the others may from time to time notify such other address or addresses as by written notice in accordance with this Clause Any notice and/or document so served by facsimile or post shall be deemed to have been received: a) In case of facsimile twelve (12) hours after the time of despatch provided an error free transmission report has been received by the sender; and b) In the case of recorded or registered post 48 hours from the time of posting if from and to an address in the United Kingdom or Northern Ireland or five days from the time of posting if from or to an address elsewhere. 23. AUTHORITY: The parties hereto warrant that they have full power and authority to enter into this Agreement and to perform the obligations contained herein. 24. COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original and shall become effective when one or more counterparts have been signed by all of the parties hereto and (so signed) delivered to each of the parties hereto. 25. GOVERNING LAW & JURISDICTION: This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties hereto irrevocably submit to the non-exclusive jurisdiction of the English Courts. IN WITNESS whereof this Agreement is entered into on the day and year first above mentioned. Signed by: Position: Managing Director For and on behalf of Easy Broking Online Ltd. Date: Signed by: Position: For and on behalf of (The Agent) Date: 16

18 SCHEDULES: Schedule 1: Commission: Package and Commercial Combined Products: Property Owners: Terrorism: V Easy Broking Online Ltd. is authorised and regulated by the Financial Conduct Authority. 17