Broker TOBA
Terms of Business Agreement
Chapman & Stacey Ltd t/a
Chapman & Stacey Underwriting Agencies
& insur-e.com
3 Sydney Road
Haywards Heath
RH16 1QH
This agreement effective 25th May 2018
Contents
1. Interpretation & Definitions
2. Commencement & Term
3. Scope
4. Recitals & Relationship
5. Your Obligations
6. Our Obligations
7. Quotations/Acceptance of Risk
8. Disclosure of Information
9. Claims
10. Premium Settlement
11. Commission
12. Professional Indemnity Insurance
13. Documentation
14. Confidentiality
15. Termination
16. Consequences of Termination
17. Service of Notices
18. Data Protection
19. Governing Law and Jurisdiction
20. Access to Records
21. Client Contract
22. Copyright, Advertising, Marketing
23. Complaints
24. Systems and Controls
25. Rights of Third Parties
26. Quotations
27. Credit Terms
28. Assignment and Variation
29. Enforceability
30. General Interpretation of this Agreement
31. Force Majeure
32. Bribery Act and Financial Crime
SUB-BROKER
TERMS OF BUSINESS AGREEMENT
This agreement is entered into between the following parties:
Chapman & Stacey Ltd whose registered address is Cornelius House, 178-180 Church Road, Hove, East Sussex, BN3 2DJ registered in England under number 0771926 (hereinafter referred to as C&S);
And
The intermediary , whose registered address is as logged with Chapman & Stacey (hereinafter referred to as the “Sub-Broker”)
1. Interpretation & Definitions
1.1 Within this Agreement, unless otherwise stated, the following words or expressions shall
have the meaning set against them:
‘We’, ‘Us’ and ‘Our’ refers to Chapman & Stacey Ltd
‘You’, ‘Your’ refers to the Sub-Broker specified in this Agreement.
Together ‘We’ and ‘You’ are referred to as ‘Both Parties’ or ‘Us Both’.
‘Agreement’ refers to this Terms of Business Agreement hereunder signed and agreed by
both Parties and any attached schedules.
‘CASS’ means the FCA’s Client Asset Sourcebook or local equivalent, as applicable.
‘Client’ means a person who is a policyholder or prospective policyholder.
‘Client Money’ as defined under CASS 5, or local equivalent, as applicable
‘FCA’ means the Financial Conduct Authority, any successor regulatory body or any equivalent local regulatory authority.
‘Insurance Business’ means any insurance falling within the definition of “contract of
insurance” in article 3(1) of the Financial Services & Markets Act 2000 (Regulated Activities)
Order 2001 or as amended, or local equivalent.
‘Insurer’ means the Insurance Company or Lloyd’s Underwriter with whom the Policy is
placed.
‘Policy’ means any policy of insurance issued by the Insurer or Us on behalf of the Insurer in
accordance with this Agreement.
‘Premium’ means the amount payable by the policyholder to the Insurer in consideration for
the cover afforded by the Policy and shall include any additional, return or adjustment
amounts.
‘Rules’ means the FCA handbook and any rules, guidance or regulations issued by the FCA
and all other rules which Both Parties are subject to in undertaking Insurance Business.
2. Commencement and Term
2.1 This Agreement comes into effect on 25th May 2018 & all business transacted after that date is subject to its conditions ; however, You may not
undertake Insurance Business until You are listed on the FCA Register or local equivalent.
The Agreement replaces any previous agreement between Us and accordingly also relate to
the renewal, adjustment and cancellation of policies.
2.2 This Agreement will remain in force unless terminated in accordance with clause 15.
3. Scope
3.1 Both Parties agree that the terms of this Agreement will apply to and govern any and all
dealings between Us. This Agreement shall not override the terms of any underlying
contract for or of Insurance Business or the terms of any Policy.
3.2 Nothing in this Agreement overrides Your duty to place the interests of Your Clients above
All other considerations nor shall this Agreement override any legal or regulatory requirements which may apply to Us Both, or to the placing of any Insurance Business.
3.3 Both Parties agree that the terms herein shall apply to the conduct of any Insurance Business
which has been or may be transacted between Us on or after the date of this Agreement.
The terms of this Agreement supersede the terms of any other Terms of Business Agreement
already in place between Us.
4. Recitals and Relationship
4.1 We are an underwriting agent & MGA & engage in Insurance Business as an insurance broker in accordance with the law and the Rules as set out by the regulator.
4.2 You wish to place Insurance Business on behalf of Your Clients in accordance with the
terms and conditions of this Agreement.
4.3 Subject to regulatory Rules, We hereby appoint You as Our sub-broker
4.4 In consideration for the Insurance Business activities that You carry out as Our sub-broker,
We agree to pay You commission based on written Premiums in accordance with clause 11.
4.5 Nothing in this Agreement shall be construed as creating any partnership or joint venture
between Us nor the relationship of employer and employee.
4.6 Neither You nor Us shall represent that it or its employees are in partnership with or an
employee of the other.
4.7 Both Parties undertake to act in good faith and with all due care, skill and diligence and in
accordance with any regulatory requirements.
4.8 Both Parties agree to notify the other of any changes in circumstances which may affect their
ability to meet their obligations under this Agreement.
5. Your Obligations
You agree:
5.1 to hold and maintain FCA permissions to carry out the relevant regulated activities,
including, where we arrange for any of Your Clients to enter into a consumer credit agreement, credit broking permission.
5.2 to act at all times in accordance with all regulatory requirements specified by the FCA
and the terms and conditions as set out in this Agreement and any supporting
documentation;
5.3 to act with utmost good faith towards Us and Insurers at all times.
5.4 to provide Us with accurate, complete and timely information to enable Us to fulfil Our
obligations under this Agreement and Our obligations to Insurers to make a fair
presentation of the risk;
5.5 to pay all Premiums and any other charges on or before the due date as set out in Our
credit terms as specified in this Agreement, debit note, renewal invitation or new business
quotation as applicable;
5.6 to ensure that Your Clients are fully aware of and accept the Terms of this Agreement in so
far as they affect their rights, liabilities and obligations;
5.7 not to confirm to Your Clients that cover is bound until written confirmation of this is
received from Us;
5.8 to ensure that prior to any member of staff engaging in any Insurance Business they are
fully trained and competent;
5.9 to ensure that all relevant documentation (where relevant) is promptly provided to Your
Client;
5.10 to check all documentation provided by Us to ensure these are in accordance with Your
Clients’ instructions and advise Us immediately if any alterations are required;
5.11 to advise Us immediately of any changes to any details advised to Us previously advised
and in particular any changes to Your legal entity, Approved Person or
staff engaged in Insurance Business.
6. Our Obligations
We agree:
6.1 to prepare any documentation required by Insurers for placement of insurance;
6.2 To advise You of any warranties and conditions attaching to the insurance before
conclusion;
6.3 to supply You with the appropriate documentation as agreed to complete (where relevant)
and to forward to Your Clients.
7. Quotation/Acceptance of Risk
7.1 Following receipt of Your specific enquiries, We will normally issue a quotation of terms and
Premium based on the information supplied to Us. Such a quotation is not confirmation that
coverage has been obtained nor is it a warranty that We will be able to complete Your
order. Coverage can only be relied upon when We have confirmed in writing that the risk is
bound.
8. Disclosure of Information
8.1 You are under a duty to disclose to Us or Insurers, before the insurance contract is
concluded or at any other time when providing information as required by the Policy or
when making a claim, all information, fact or circumstance which is, or ought to be, known
to You or Your Clients in the ordinary course of Your or their business and which is
material to the risk. All information, and every fact or circumstance is material if a prudent
insurer would have reasonably taken it into account in considering the risk. If in any doubt
whether information is material, You and/or Your Clients should disclose it, as failure to do
so might lead to the Policy being avoided by Insurers.
9. Claims
9.1 If Your Client needs to make a claim You or Your Client must notify Us immediately. We will advise You of the action that needs to be taken. Neither You nor Your Client should admit
liability or agree to any course of action, other than emergency measures carried out to
minimise the loss, until this has been agreed with Us or the Insurer.
10. Premium Settlement
10.1 Unless otherwise stated in writing, You are authorised to hold insurance monies You
receive in accordance with this Agreement as the agent of the respective Insurer for
the Policy(ies) including:
(a) premium due to be paid to the Company;
(b) return premium due to be paid to Your Client; or
(c) taxes due on Insurance Business; or
(d) claims monies due to be paid to Your Client;
Such monies shall be held subject to paragraphs 10.2 to 10.6 inclusive.
10.2 All Client Money and all Insurer Money received by You, must be paid to Us as agreed
within Our credit terms
10.3 In circumstances where Premiums due to Insurers cannot, for whatever reason, be
collected from Your Client and Insurers will not write off all or a proportion of the amount
due, You will be responsible to Us for payment of the full outstanding Premium.
10.3 No deduction (such as for claims monies due to Your Client) is to be made from the gross
Premium due to Us or Insurers without Our express consent.
10.4 In the event of termination of this Agreement, You will account to Us and pay all sums due
and owing to Us within 10 days of the effective date of termination.
10.5 All payments to Us shall be electronically transferred, by cheque or postal order marked “account payee only in favour of Us or by such other method and to such payee as We may direct.
10.6 Pending payment to Us or, Insured (as the case may be), You
should hold the monies described in clause 10.1 above as the agent and trustee of the
respective Insurer within:
10.6.1 Your client monies account, which shall be a statutory or non-statutory trust account,
established in accordance with CASS 5.4. We hereby consent on behalf of Insurers to such monies being co-mingled within Your client monies held on behalf of Clients The Insurer further consents to such funds being subordinated to those of Your Clients, in accordance with CASS 5 and further agree that any interest earned on the said account shall accrue to You, or
10.6.2 Your Insurer Premium trust account in accordance with FCA CASS 5.2 “Holding money as agent of insurance undertaking”, and
10.6.3 each such account shall be maintained with a reputable bank and domiciled in the United
Kingdom or elsewhere as notified in advance to the Company in writing.
11. Commission
11.1 Commission shall be agreed between the Both Parties on a case by case basis.
11.2 Should there be a refund of Premium (for whatever reason), You will repay the commission
upon the amount refunded.
11.3 Where an insurance Premium is paid on a monthly basis by direct debit or credit/debit card by the Insured, You will be paid commission by Us on account on a monthly basis, one
month in arrears.
11.4 Where another agent is appointed by Your Client to act on their behalf during the currency
of the Policy, We will continue to pay You the commission until the renewal date.
11.5 Where You are appointed by a Client to act on their behalf during the currency of the
Policy You will not be entitled to commission payments until the next renewal date.
11.6 In the event of termination of this Agreement, no commission shall be payable to You in
respect of General Insurance activities conducted after the date of termination.
12. Professional Indemnity Insurance
12.1 Unless otherwise agreed by the Broker Both Parties will have and maintain Professional Indemnity Insurance covering their Insurance Business activities and shall, when requested, produce confirmation of such insurance.
12.2 You undertake to advise Us immediately You become aware of any circumstance arising from business under this Agreement which may give rise to a claim being made against You or Us or any circumstances which may lead to cancellation of Your Policy.
12.3 You hereby agree to indemnify Us against all and any claims, costs, actions, suits or
otherwise including legal fees, in respect thereof made against Us by any third party which
arises as a result of any act, error and / or omission on Your part or the part of Your staff
in the placing, handling and / or advising upon Insurance Business on behalf of Your
Clients.
13. Documentation
13.1 Both Parties shall retain all documents relating to Insurance Business for a minimum of 3
years or as necessary in accordance with all regulatory and legal requirements applicable
from time to time.
13.2 Where statutory insurance documentation is held by the Insured and the Policy is
subsequently cancelled, it is Your responsibility to recover this documentation.
14 Confidentiality
14.1 Both Parties shall treat any information relating to the other party and its business as
confidential, except as may be necessary to fulfil their respective obligations in the conduct
of Insurance Business and except as may be required by law or regulatory authority.
14.2 This clause will not apply to information which was rightfully in the possession of such party
prior to this Agreement, which is already public knowledge or becomes so at a future date
(otherwise than as a result of a breach of this clause) or which is trivial or obvious.
15 Termination
This Agreement may be terminated at any time by mutual agreement, or by either You or
Us if:
15.1 either You or Us serves the other with not less than 30 calendar days notice of termination.
15.2 Immediately where:
15.2.1 the other is in material breach of a term of this Agreement, and if such breach is
capable of remedy, fails to remedy the breach within 30 calendar days of receiving
notice specifying the breach to be remedied;
15.2.2 the other shall become insolvent, or enter into receivership, liquidation, provisional
liquidation or voluntary arrangement with its creditors;
15.2.3 the other has any relevant licence to conduct business suspended or removed or
impaired by any order or degree of any judicial or regulatory authority.
15.3 We may terminate this Agreement forthwith by written notice to You:
15.3.1 if We have reasonable grounds to believe that Your continued appointment would
prevent Us from meeting the FCA’s threshold conditions;
15.3.2 if You no longer possess the required knowledge or ability to meet the
requirements under this Agreement;
15.3.3 if we are reasonably of the view that You are no longer of good repute;
15.3.4 if we cease to be authorised by the FCA or other appropriate regulatory body to carry on Insurance Business.
16. Consequences of Termination
16.1 Following termination of this Agreement We shall not accept any new business proposed
by You and shall not issue renewal invitations to You.
16.2 We shall prepare a statement of account between You and Us. Settlement of this account
shall be made by either party paying the balance due as shown immediately.
16.3 Termination of this Agreement shall not in any circumstances give rise to a claim for
compensation by You.
17. Service of Notices
17.1 Any notices to be given under this Agreement shall be sent by first class recorded delivery
post, by hand or facsimile to the Managing Director (or equivalent) at the registered office
of the party to be served.
17.2 Any notice or other written communication posted shall be deemed to have been
received 48 hours after it shall have been posted and any notice sent by fax shall (if
transmitted during business hours) be deemed to have been received within one hour and
if not transmitted during business hours shall be deemed to have been received at the
commencement of the next business day. Any notice sent by fax shall be confirmed by
forwarding a hard copy to the addressee in one of the manners provided above.
18. Data Protection
EU General Data Protection Regulation: Privacy Notice - How information about your EU Citizen Clients will be used
What Information we collect:
When you contact us for an insurance quotation we collect the relevant information needed by an insurer to calculate the premium and understand your client’s insurance needs. We collect this information during our meetings and /or telephone conversations with you and through the completion of proposal forms and fact finds. We expect you (i.e. the producer) to have obtained all the relevant permissions from your client to allow us to use their information to carry out our business on their behalf.
How your information will be used:
The information we collect will be passed to insurers to enable them to calculate a competitive insurance quotation to meet your client’s requirements. In order to obtain the most competitive cover it may be necessary to pass your information to other insurance intermediaries who are authorised and regulated by the Financial Conduct Authority.
Information provided by your client may be put onto a register of claims and shared with other insurers to prevent fraudulent claims.
We will retain any information we have collected about your clients for up to 6 years after our professional relationship has terminated however, data held electronically may be retained for longer.
Your rights of access to your data:
Your client has a right to obtain a copy of the personal information that we hold about them. If they believe that any information held is incorrect or incomplete, they should contact us. Any information that is found to be incorrect or incomplete will be amended promptly.
Your client also has a right to “be forgotten”, this means they can ask for the information which we hold about them to be deleted from our records but this will mean that we will be unable to continue to handle their insurance arrangements.
If You have any queries, please write to the Compliance Manager Chapman & Stacey Ltd 3Sydney Road Haywards Heath RH16 1QH
19. Governing Law and Jurisdiction
19.1 The construction, validity and performance of this Agreement shall be governed in all
respects by English Law and any proceedings arising out of or connected with this
Agreement shall be subject to the exclusive jurisdiction of the English Courts.
20. Access to Records
20.1 On reasonable prior notice You must:
20.1.1 allow Us or any representative of Ours the right on demand and without restriction
or limitation to inspect and audit any records, documents, systems and processes
which relate in any way to business conducted under this Agreement;
20.1.2 allow us to make copies of such records or documents as We may require;
20.1.3 allow Us to enter any premises occupied by You during normal business hours;
20.1.4 allow Us access to relevant staff;
21. Client Contact
21.1 The policyholders remain Your Client and We undertake not to directly contact Your Clients
without your prior consent
21.2 The only exceptions will be:
21.2.1 if money or documents are outstanding and We are forced to cancel the Policy;
21.2.2 where this Agreement has been terminated by Us for any reason detailed in
clauses 15.2 and 15.3;
21.2.3 where We are required to deal directly with Your Clients to fulfil any legal,
contractual or regulatory obligations.
22. Copyright, Advertising, Marketing
22.1 Nothing in this Agreement shall assign, transfer or vest in either party any
intellectual property right owned by the other party.
22.2 Neither party shall use a trade name or trade mark, logo or similar of the other
without the other’s express prior written consent.
22.3 All financial promotions relating to Insurance Business must be approved by Us.
22.4 Your acceptance of this agreement constitutes your specific agreement that your brokerage contact details will be entered in our Client Relationship Management system. We hold and use this data so that we can communicate with you on a range of marketing communications, such as:
Product updates
Enhancement of core products.
Business updates.
Updates on our risk appetite.
Updates on technical insurance matters.
Updates on tax, regulatory and legislative changes.
Invitations to training events
All our communications include an Unsubscribe facility. This enables you to withdraw your consent to receive communications from us at any time
23. Complaints
23.1 All complaints or disputes received from Your Clients relating to Insurance Business must be
passed to Us within one working day of receipt and You must provide Us with all necessary
supporting documentation and information as We may require in relation to the complaint.
24. Systems and Controls
24.1 You must maintain adequate systems and controls to comply with any regulatory
requirements or as specified by Us in this Agreement and any supporting documents.
25. Rights of Third Parties
25.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of
Third Parties) Act 1999 or equivalent legislation to enforce any terms 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.
26. Quotations
26.1 Unless otherwise stated quotations will be valid for a period of 30 days from the date of the
Quotation.
27. Credit Terms
27.1 Unless otherwise agreed, We require full payment of the Premium as stated in the invoice or account issued
28. Assignment and Variation
28.1 This Agreement may be assigned only if agreed in writing by Both Parties. We reserve
the right to vary this Agreement at any time, by giving no less than 30 days written.
29. Enforceability
29.1 In case any one or more of the provisions contained in the Agreement shall, for any reason,
be held to be unenforceable, such provision or provisions shall be ineffective only to the
extent of such provision or provisions of this Agreement. This Agreement shall be
constructed as if such invalid, illegal or unenforceable provision or provisions had never
been contained herein, unless such a construction would be unreasonable.
30. General Interpretation of this Agreement
30.1 In this Agreement, words importing this singular shall include the plural and vice versa.
Headings are included for ease of reference and convenience only and shall not affect the
interpretation of this Agreement.
31. Force Majeure
31.1 Neither party shall be liable for any delay or non-performance of its obligations under this
Agreement caused by an event beyond its control (a “Force Majeure Event”) provided that
the party affected gives prompt notice in writing to the other party of such Force Majeure
Event and uses all reasonable endeavours to continue to perform its obligations under this
Agreement.
32. Bribery Act and Financial Crime
32.1 Neither party shall accept, offer or facilitate payment, consideration or any other benefit
which constitutes an illegal or corrupt practice contrary to any applicable anti-bribery legislation. Furthermore, both parties shall maintain on an ongoing basis appropriate systems, procedures and controls designed to prevent the risk of bribery or other financial crime activity occurring.
32.2 Both parties shall conduct its business in accordance with all relevant anti-money laundering, financial crime and international economic or financial sanctions legislation and undertakes to report any suspicious activity to the respective authority.