Broker TOBA
Terms of Business Agreement
Between
Chapman & Stacey Ltd
And
The introducing intermediary
FSA Number - As logged with Chapman & Stacey
Effective date : As logged with Chapman & Stacey
TERMS OF BUSINESS AGREEMENT
This Agreement is entered into between the following parties:
Chapman & Stacey Ltd of 3 Sydney Road , Haywards Heath West Sussex RH16 1QH
And
The introducing Intermediary (hereinafter referred to
as the “Intermediary”)
Collectively hereinafter referred to as the “Parties”
IT IS HEREBY UNDERSTOOD AND AGREED THAT:
1. Interpretation and Definitions
1.1. “Agreement” means this Agreement and any attached schedule.
1.2. “CASS” means the FSA’s Client Asset Sourcebook
1.3. “Client” means a person who is a Policyholder or prospective Policyholder.
1.4. “FCA” means the Financial Conduct Authority or any successor regulatory
body.
1.5. “Insurance Business” means any insurance falling within the definition of
“contract of insurance” in article 3(1) of the Financial Services and Markets
Act 2000 (Regulated Activities) Order 2001 or as amended together with
insurances concluded under any contracts for insurance arranged by the
Company where the Intermediary is the placing broker.
1.6. “Insurer” means the Insurance Company or Lloyd’s Underwriter with whom
The Company has placed the Insurance.
1.7. “Policy” means any policy of Insurance issued by The Company or The
Insurer in accordance with this Agreement and “Policyholder” shall be
construed accordingly.
1.8. “Premium” means the amount payable by the Policyholder to the Company
in consideration for the cover afforded by the Policy and shall include any
additional, return or adjustment amounts.
1.9. “Records” means anything on which any information of any description is
recorded.
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2. Scope
2.1. The Company and the Intermediary agree that the terms of this Agreement
will apply to and govern any and all dealings between them. This Agreement
shall not override the terms of any underlying contract for or of Insurance
Business or the terms of any Policy.
2.2. Nothing in this Agreement overrides the Intermediary’s duty to place the
interests of its Clients above all other considerations nor shall this Agreement
override any legal or regulatory requirements which may apply to the
Intermediary, the Company, or the placing of any Insurance Business.
2.3. The Parties agree that the terms herein shall apply to the conduct of any
Insurance Business which has been or may be transacted between the
Parties on or after the date of this Agreement. The terms of this Agreement
supersede the terms of any other terms of business or risk transfer
agreement already in place between the Parties. The terms of this
Agreement shall apply from the date of the Agreement.
2.4. Each proposal for Insurance Business, renewal of existing Insurance
Business or continuation of cover in respect of any existing Insurance
Business will be accepted or declined by the Company at its sole discretion.
The Intermediary is under no obligation to offer any proposal for Insurance
Business or renewal of any existing Insurance Business to the Company.
3. Regulatory Status
3.1. Both Parties warrant that they are authorised by the FCA to conduct
insurance mediation activities (as defined in the FCA’s handbook) from the
date of this Agreement. The Company also warrants that the Insurers with
whom it places any Insurance Business are authorised to conduct Insurance
Business from the date of this Agreement. It remains the responsibility of the
Intermediary to ensure that the status of the Insurer meets any specific
demands and needs of their client.
3.2. The Intermediary shall inform the Company immediately in writing if at any
time during the period of this Agreement:
3.2.1. the FCA suspends or withdraws the Intermediary’s authorisation; or
3.2.2. the Intermediary otherwise ceases in any way to be authorised by the
FCA to undertake any activities in relation to any Insurance Business
subject to this Agreement; or
3.2.3. the Intermediary becomes insolvent.
3.3. The Company shall inform the Intermediary immediately in writing if at any
time during the period of this Agreement:
3.3.1. the FCA suspends or withdraws the Company’s authorisation; or
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3.3.2. the Company otherwise ceases in any way to be authorised by the
FCA to undertake any activities in relation to any Insurance Business
subject to this Agreement; or
3.3.3. the Company becomes insolvent.
3.3.4. any Insurer with whom the Company has placed Insurance Business
for a client of the Intermediary is subject to any of events 3.3.1 to 3.3.3
above.
4. Relationship
4.1. Nothing in this Agreement shall be construed as creating any partnership
between the Company and the Intermediary (or any of the Intermediary’s
Employees) nor the relationship of principal and agent or employer and
employee.
4.2. Neither the Company nor the Intermediary shall represent that it or its
Employees are in partnership with or an agent or employee of the other,
other than as provided for in clause 5.1.
5. Authority
5.1. This Agreement sets out the basis on which the Company will accept
Insurance Business from the Intermediary. The Company authorises the
Intermediary to act as agent of the Company for the sole purpose of
receiving and holding premiums identified in clause 6.1 below.
5.2. The Intermediary is not empowered to bind the Company by contract or to
impose any liability on the Company by any statement whether written or oral
or by conduct unless previously instructed in specific terms in writing.
5.3. Cover on new policies, renewals or alterations will only be in force following
receipt by the Company of a written request from the Intermediary and
written confirmation from the Company. The Company is not bound to accept
any enquiry or proposal for new policies, renewals or alterations.
5.4. Subject to the terms and conditions of any specific Insurance, the Company’s
right to cancel or decline any Insurance may be exercised by the Company
at any time and (provided such cancellation or declination is exercised
legitimately) no financial compensation shall be due to the Intermediary as a
result of the same
5.5. The Intermediary shall not negotiate, adjust, compromise, settle or commit
the Company or the Insurer to any liability with respect to any claim or suit.
The Intermediary shall however promptly report to the Company all claims
and/or suits arising under or in connection with any Policy or any matter
pursuant to this Agreement, which comes to the attention of the Intermediary
and co-operate fully in the investigation and adjustment of all such claims
and/or suits.
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6. Premium
6.1. Where the Intermediary holds:-
(a) premium due to be paid to the Company
(b) return premium due to be paid to the Intermediary’s Client
the Intermediary shall hold such monies as agent of the Company, unless the
Company has advised the Intermediary prior to cover being placed that the
premium is not to be held as agent of the Company. The Intermediary has no
authority under this Agreement to permit any third-party, sub-agent, or
Appointed Representative (as defined in the FCA handbook) to receive, hold,
or pay any money on behalf of the Company, without the Company’s consent.
The Intermediary shall advise the Company within 7 days of receipt of any
request from the Company, whether it has received any specified premium.
6.2 Provided the Intermediary shall itself have received the premium, the
Intermediary shall pay that premium (net of Commission, but including taxes)
to the Company prior to the 30th day of the month after the effective inception,
renewal or adjustment date (as appropriate) of the policy, subject to any
agreement to the contrary or notification by the Company of different terms for
a particular contract of insurance.
6.3 Pending payment to the Company or Client (as the case may be), the
Intermediary shall hold the monies described in clause 6.1 above as the
agent and trustee of the Company within its client monies account, which
shall be a trust account, established in accordance with CASS 5.3 or 5.4. The
Company hereby consents to such monies being co-mingled with the
Intermediary’s other client monies. The Company further consents to its rights
with regard to monies held in the Intermediary’s client monies account being
subordinated to those of the Intermediary’s Clients, in accordance with CASS
5, and further agrees that any interest earned on the said account shall
accrue to the Intermediary. Where the Intermediary is not authorised by the
FSA to hold Client Money and CASS 5.3 or 5.4 do not apply, the banking
arrangements for holding monies described in 6.1 above must be advised to
and agreed by the Company.
6.4 The Intermediary will notify the Company, within such time as may be agreed
between the Parties, that the Client has failed to pay the premium.
7. Intermediary’s Commission
7.1. Commission shall be agreed between the Parties on a case by case basis,
and shall be set out in the relevant quotation or policy documentation.
7.2. The Intermediary may deduct the commission upon receipt of the premium.
Should the Company give a refund of premium (for whatever reason), the
Intermediary will repay the commission upon the amount refunded.
8. Client Contact
The Company will not directly or knowingly solicit the custom of any Policyholder,
the subject of Insurance Business placed with the Company by the Intermediary
either during the currency of this Agreement or for two years following termination
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of this Agreement. The Company will only contact the Policyholder directly in the
following circumstances:
o where specifically requested by the Intermediary; or
o to confirm cancellation of the Policy; or
o where this agreement has been terminated for any reason detailed in
clauses 3.2.1 to 3.2.3.
9. Termination
9.1. This Agreement may be terminated:-
9.1.1. at any time by one party giving 60 days’ written notice of termination to
the other;
9.1.2. at any time immediately by mutual agreement of the Parties;
9.2. This Agreement shall terminate immediately, without notice:-
9.2.1. on the death of the Intermediary (if a sole trader);
9.2.2. on the expiry, termination or suspension for any reason of any licence
or permission the Intermediary is required to utilise to comply with the
terms of this Agreement (including but not limited to the withdrawal of
any permission or authorisation of the Intermediary by the FSA);
9.2.3. on the insolvency, liquidation or bankruptcy of the Intermediary;
9.2.4. on the institution of any proceedings by [or against] the creditors,
either seeking to adjudicate the Intermediary bankrupt or insolvent, or
seeking its liquidation, winding up, reorganisation, arrangement,
adjustment, protection, relief or composition of it or its debts under any
law relating to bankruptcy, insolvency or reorganisation or relief of
debtors;
9.2.5. on the institution of any proceedings by or against the Intermediary
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its property;
9.2.6. on the expiry, termination or suspension for any reason of any licence
or permission the Company is required to utilise to comply with the terms
of this Agreement (including but not limited to the withdrawal of any
permission or authorisation of the Company by the FSA);
9.2.7. on the insolvency, liquidation or bankruptcy of the Company;
9.2.8. on the institution of any proceedings by [or against] the creditors,
either seeking to adjudicate the Company bankrupt or insolvent, or
seeking its liquidation, winding up, reorganisation, arrangement,
adjustment, protection, relief or composition of it or its debts under any
law relating to bankruptcy, insolvency or reorganisation or relief of
debtors;
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9.2.9. on the institution of any proceedings by or against the Company
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its property.
9.3. Following termination:-
9.3.1. the Parties will agree the procedure for administering the Insurance
Business current at the time of termination;
9.3.2. unless otherwise agreed in writing by the Company, the Intermediary
shall immediately pay to the Company all premiums together with all
taxes (including IPT) which have not been paid to the Company in
relation to any Policy;
9.3.3. the Intermediary agrees that all of the Policies shall remain in force
with the Company for the full policy period of those Policies;
9.3.4. the Intermediary shall not sell or arrange to offer any Insurance on
behalf of the Company unless otherwise agreed in writing;
9.3.5. the Company shall not be liable to the Intermediary for any
compensation in respect of losses, consequential or otherwise, arising
as a result of the termination of the Agreement
9.4. Any termination as detailed above shall not affect the rights and obligations
of the Parties hereto as to transactions, acts or things done by either party
prior to the effective date of termination. In particular termination of this
Agreement shall not act to terminate any Policy in force at the time of such
termination, nor shall it act to terminate or diminish the obligations of the
Parties pursuant to this Agreement in connection with such Policies, unless
expressly agreed in writing by the Parties.
10. Access to Records
10.1. The Intermediary will retain all of the Records created or held by it in
its capacity as agent of the Company and all Records received by the
Intermediary for the purposes of the introduction, arranging, concluding,
administration or performance of the Insurance Business for a minimum of
six years and in any event the minimum periods required by law or any
regulatory body with jurisdiction over the Intermediary, the Company or the
Insurance Business.
10.2. The Intermediary agrees to allow the Company, on reasonable notice,
to inspect and to take copies of the following:-
10.2.1. the accounting records pertinent to any Insurance Business including
information relating to the receipt and payment of premiums and
documentation such as any insurance contract or Policy endorsement,
addenda or bordereaux in possession of the Intermediary relating to the
Insurance Business; and
10.2.2. documents as may be in the possession of the Intermediary which
were disclosed to the Company by the Intermediary in respect of any
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Insurance Business including, but not limited to, documentation relating
to the proposal for the Insurance Business, the placing thereof (including
endorsements and reinstatements) and any claims thereunder.
11. Assignment and Variation
This Agreement may be assigned only if agreed in writing by the Parties. The
Company reserve the right to vary this Agreement at any time, by giving no less
than 30 days written notice to the Intermediary.
12. Complaints
Each Party will notify the other in accordance with FCA Rules of any complaint
concerning the other Party relating to Insurance Business subject to this
Agreement.
13. Confidentiality
Both Parties shall during the term of this Agreement and thereafter, safeguard
and maintain in confidence all trade secrets and other information relating to the
Parties, except as may be necessary to fulfil their respective obligations in the
conduct of the Insurance Business and except as may be required by law or
regulatory authority.
For the avoidance of doubt each party shall be entitled to disclose such
information where necessary to its Insurers or reinsurers, actuaries, auditors,
professional agents and advisers.
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.
14. Enforceability
In case any one or more of the provisions contained in this Agreement shall, for
any reason, be held to be unenforceable, such provision or provisions shall be
ineffective only to the extent of such unenforceability, without invalidating the
remainder of such provision or provisions of this Agreement. This Agreement
shall be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein, unless such a construction would be
unreasonable.
15. Protection of Reputation
Each Party agrees it will not, without the written authority of the other Party, make
use of the other Party’s corporate or trading names or logos and trade marks.
16. General Interpretation of this Agreement
In this Agreement, words importing the 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 the Agreement.
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17. Governing Law and Jurisdiction
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.
18. Service of Notices
Any notices to be given under this Agreement shall be sent by first class recorded
delivery post, by hand or facsimile to the Compliance Officer at the registered
office of the Party to be served.
The notice shall be deemed to have been served, if posted, at the expiration of
two business days after the posting and if by facsimile or hand, at the expiration
of one business day after it was dispatched.
19. Force Majeure
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 the Agreement.
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