CNA Insurance Company Limited
Intermediary Terms and Conditions
CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
INTERMEDIARY TERMS AND CONDITIONS BETWEEN (1)
CNA INSURANCE COMPANY LIMITED, (company number 950) whose registered office address is 20 Fenchurch Street, London EC3M 3BY (“CNA Europe”); and
(2)
THE INTERMEDIARY (“Intermediary”)
Collectively referred to as the “Parties” and each of them a “Party”
RECITALS CNA Europe is authorised pursuant to the Financial Services and Markets Act 2000 to effect and carry out general insurance business in the United Kingdom. The Intermediary wishes to place general insurance business with CNA Europe via the Website. This Agreement shall govern the relationship between the Parties in relation to the use by the Intermediary of the Website to place a contract of insurance with CNA Europe including any contracts of insurance placed as a result of referrals from the Website.
1
DEFINITIONS AND INTERPRETATION
In this Agreement, unless inconsistent with the context or unless otherwise specified, the following words marked in bold shall have the meaning given hereunder: 1.1 Agreement means these Intermediary Terms and Conditions , the Schedule and the Website Terms 1.2 Application Form means the Application Form submitted by the Intermediary to be appointed as an intermediary and on which this Agreement is based 1.3 Appointed Representative has the meaning given to it in the FCA Handbook 1.4 BIBA means the British Insurance Brokers’ Association 1.5 Commission means the commission due and payable to the Intermediary at the rate and times set out in the Schedule 1.6 Customer means either 'Client' or 'Customer' as defined in the FCA Handbook
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
1.7 Delegated Underwriting Agreement means an agreement between CNA Europe and the Intermediary under which CNA Europe has appointed the Intermediary as its agent for writing risks on behalf of CNA Europe in accordance with the terms of that agreement 1.8 FCA means the Financial Conduct Authority of the United Kingdom and such body or bodies that may replace it 1.9 FCA Handbook means the handbook of rules and guidance issued by the FCA as amended from time to time 1.10 ICOBS means the Insurance: Conduct of Business Sourcebook of the FCA as amended from time to time 1.11 Intellectual Property means, without limitation, copyright, trademarks, any database, rights in design and rights in knowhow, corporate or trading names or logos and all other intellectual property rights in any content, data, materials or information belonging to CNA Europe 1.12 Intermediary means a member of BIBA at the date of commencement of the Agreement and any person, firm or company who becomes a member of BIBA after the date of commencement of the Agreement who registers to use the Services 1.13 Schedule means the Schedule to this Agreement 1.14 Services means the provision of the on-line Excess of Loss insurance quotation and policy issuance facility together with any other services described in the Website 1.15 Website means CNA Europe's Excess of Loss Insurance worldwide website and which can be accessed at www.cnaexcess.co.uk 1.16 Website Terms means the Website Terms and Conditions set out at
www.cnaexcess.co.uk/1/pdfs/TermsAndConditions.pdf 1.17 Any references to clauses, unless a contrary intention appears, are to the clauses contained in the document in which such clause appears. 1.18 Words importing one gender shall be treated as importing any gender and words denoting the singular shall include the plural and vice versa. 1.19 References to persons include an individual, bodies corporate, firms, unincorporated associations and governmental, quasi-governmental and local authorities or agencies.
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
1.20 References to any statute or any section of any statute include any statutory amendment, modification or re-enactment and instruments and regulations under it in force from time to time. 1.21 Where expressions used in this Agreement are not specifically defined and are capable of having a special meaning according to the usage or custom of the insurance trade, such expressions are to be interpreted accordingly. 1.22 Definitions and expressions used in these terms and conditions shall have the same meaning in the Website Terms unless indicated to the contrary therein.
2
AUTHORITY
2.1
Except as set out in this Agreement, the Intermediary shall act as the agent of its Customers for the purposes of placing general insurance business of the nature or type set out in the Schedule with CNA Europe, unless CNA Europe has granted the Intermediary delegated underwriting authority in which case the Intermediary's roles, duties and responsibilities shall be set out in a Delegated Underwriting Agreement. To the extent that this Agreement and any Delegated Underwriting Agreement are inconsistent, the Delegated Underwriting Agreement shall override this Agreement.
2.2
The Intermediary's appointment as agent of CNA Europe is limited to acting as CNA Europe’s agent for the purpose of complying with its obligations under clauses 4.1 (subject to the operation of clause 4.2), 4.4 and 4.5, 7.2, 7.3 and 7.4.
2.3
The Intermediary has no authority on behalf of CNA Europe to accept, amend or vary any contract of insurance, make any financial promotion, negotiate, compromise or settle any claims or alter any document or a contract of insurance on CNA Europe’s behalf or otherwise commit CNA Europe in any way.
3
COMMISSION AND ACCOUNTS
3.1
Unless the Intermediary is remunerated or paid by its Customer, CNA Europe shall pay Commission for business placed by the Intermediary, on behalf of its Customers, with CNA Europe for a contract of insurance directly introduced and completed by the Intermediary and on renewals for such contracts of insurance at the rates and on the terms specified in the Schedule so long as the Intermediary retains direct control of such insurance business.
3.2
Commission shall only be payable to the Intermediary in respect of general insurance business where the premiums have been received by CNA Europe in accordance with Clause 4.1 of this Agreement.
3.3
The Intermediary shall inform CNA Europe if in addition to the Commission paid to it by CNA Europe, the Intermediary is to be remunerated or paid by its Customer for any services provided by the Intermediary to its Customer in respect of any insurance business introduced by the Intermediary and underwritten by CNA Europe. In such circumstances, the Intermediary shall also disclose to its Customer that it is or shall be paid Commission by CNA Europe and the amount of such Commission.
3.4
In the event of a dispute between the Intermediary and a third party as to Commission payable by CNA Europe in respect of any contract of insurance, CNA Europe shall have sole discretion as to whom it shall pay Commission.
3.5
The Intermediary shall refund to CNA Europe any Commission on any contract of insurance
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which has for any reason been avoided, terminated or cancelled pro rata to the award of premium to be repaid to its Customer. 3.6
4
In the event of the avoidance or cancellation of a contract of insurance, where CNA Europe is obliged by law, regulation or the terms of the contract of insurance to repay gross premiums in respect of such contract of insurance, the Intermediary shall repay the relevant Commission. In the case of cancellation, such repayment shall be only in respect of Commission received by the Intermediary which is attributable to that part of the premium repaid. Unless otherwise obliged to by law, regulation or terms of the contract of insurance, CNA Europe shall refund premiums net of Commission.
RISK TRANSFER AND PAYMENTS
4.1
CNA Europe appoints the Intermediary as its agent for the purposes of receiving and holding premiums in respect of any contract of insurance due to CNA Europe from its Customers and claims monies payable by CNA Europe to the Intermediary's Customers. CNA Europe also appoints the Intermediary as its agent for the purpose of holding and paying return premiums to its Customers on CNA Europe’s behalf.
4.2
Clause 4.1 shall not apply where CNA Europe has imposed a premium payment warranty or a premium payment condition. In such cases the Intermediary shall receive and hold premiums on behalf of the relevant Customer. The Intermediary shall however receive and hold all claims monies on behalf of CNA Europe.
4.3
CNA Europe grants no authority and the Intermediary shall have no authority to permit any third party, sub-agent, Appointed Introducer or Appointed Representative to receive, hold or pay any money on CNA Europe’s behalf.
4.4
The Intermediary shall be responsible for collecting premiums and tax on CNA Europe’s behalf. The Intermediary shall pay collected premiums and tax to CNA Europe within the credit period specified in the Schedule. The Intermediary shall be liable to CNA Europe for interest on collected premiums not paid to CNA Europe in accordance with the credit period specified in the Schedule. Interest shall be calculated in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.5
All premiums and claims monies received and held by the Intermediary on behalf of CNA Europe shall be held in a trust account maintained by the Intermediary in accordance with FCA CASS rules. The Intermediary may co-mingle monies held on behalf of CNA Europe with monies held by the Intermediary on behalf of its Customers or other insurers and shall handle these monies as if they were client monies for the purposes of complying with the rules of the FCA or any other relevant regulator. CNA Europe agrees that the Intermediary may subordinate CNA Europe’s interests under the trust account to the interests of the Intermediary's Customers.
4.6
The Intermediary shall become immediately liable to CNA Europe for any premiums due to CNA Europe where: a. the Intermediary has released to its Customer or prospective Customer any contract or certificate of insurance, endorsement or other confirmation that the Customer is covered by CNA Europe; b. CNA Europe agrees to a request from the Intermediary to pay a claim or loss in accordance with the terms of any contract of insurance before CNA Europe has received the premium due in respect of that contract of insurance; and c. the Intermediary has not notified CNA Europe within 30 days of the inception of any contract of insurance that the Intermediary shall not be able to collect premiums due to
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
CNA Europe for such contract. 4.7
The Intermediary’s liability to CNA Europe in accordance with clause 4.6 above shall not affect CNA Europe’s right to cancel or terminate any contract of insurance whether for nonpayment or otherwise. If CNA Europe cancels a policy for which the Intermediary is liable to CNA Europe for the premium in accordance with clause 4.6 above, the Intermediary’s liability to CNA Europe for premium shall only be in respect of premium for the time on risk before cancellation.
4.8
The Intermediary shall not charge its Customers any fees or other charges in addition to the premium agreed by CNA Europe without CNA Europe’s written agreement.
4.9
The Intermediary shall keep proper records and accounts of all monies the Intermediary receives and/or pays on behalf of CNA Europe and shall, if requested by CNA Europe to do so, account to CNA Europe for all monies received by the Intermediary.
4.10 CNA Europe shall be responsible for the preparation of a statement of account which may be contained in writing, disk, tape, direct online communication to a computer terminal or any other method of communication which may be agreed between CNA Europe and the Intermediary and, unless otherwise agreed in writing by CNA Europe, the statement of account shall be the basis of the accounting transactions between CNA Europe and the Intermediary. 4.11 CNA Europe shall send such statements of account to the Intermediary monthly showing the net amounts due after deduction of Commission. 4.12 The Intermediary shall complete and return the statement referred to in Clause 4.11 before the end of the month in which it is issued and in any event within 14 days of the statement being issued and shall account to CNA Europe for the balance due in accordance with the terms specified in the Schedule.
5
COMPLIANCE
5.1
The services to be provided by the Intermediary to its Customers and the activities undertaken on behalf of CNA Europe are regulated by the FCA and any other relevant regulator. The Intermediary shall at all times comply with all legal, licensing and regulatory requirements applicable to the activities undertaken by the Intermediary in arranging a contract of insurance with CNA Europe on behalf of its Customers.
5.2
The Intermediary shall maintain proper internal controls and procedures to ensure compliance with this Agreement and organise its affairs in a prudent manner taking into account the size, nature and complexity of its business including maintaining proper records and systems.
5.3
Without prejudice to clauses 5.1 and 5.2 above, neither Party shall be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any applicable law against bribery and corruption including, without prejudice to the generality of the foregoing, the Bribery Act 2010. The Parties shall insofar as required to do so, and whether or not either Party is an associated person of the other for the purposes of the Bribery Act 2010, maintain on an ongoing basis its own anti-corruption/bribery policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to prevent corruption/bribery offences and shall enforce them where applicable.
5.4
The Intermediary is not authorised to deal generally with any Customer in any territory or country, or which is part of any entity, and which is subject to any political, economic or trading sanctions which prohibit CNA Europe from providing insurance.
5.5
The Intermediary shall advise CNA Europe immediately:
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
5.6 5.7
6 6.1
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a. if any of the answers given in response to any of the questions in the Application Form cease to be true or require change; b. of any material changes in the directors, partners or control of the Intermediary; c. of any changes in the name or trading name of the Intermediary; d. of any change in the Intermediary’s status as a firm regulated by the FCA or any other relevant regulator including, without limitation, any withdrawal of any authorisation or consents given by the FCA or any other relevant regulator to the Intermediary or to any employee of the Intermediary; e. should the Intermediary become aware of any failure by the Intermediary to comply with the rules of the FCA or any other relevant regulator or of any of the requirements of this clause 5 or of any circumstance which make it likely that the Intermediary shall fail to comply with any rules of the FCA or any other relevant regulator or the requirements of this clause 5 in the foreseeable future. The Intermediary shall not issue or approve any financial promotion regarding CNA Europe’s insurance products unless such financial promotion complies with the provisions of ICOBS. The Intermediary shall only deal with third parties authorised or permitted by law or appropriate regulatory authority to be involved in the introduction, arranging, concluding, administration or performance of general insurance business.
THE INTERMEDIARY'S EMPLOYEES The Intermediary shall maintain proper systems and controls in relation to its employees including: a. ensuring compliance with the rules of the FCA or any other relevant regulator as to training and competence; and b. making appropriate checks of all prospective employees for suitability.
POLICY DOCUMENTATION AND INFORMATION
7.1
The Intermediary shall disclose to CNA Europe all information in its possession which may be material to a prudent underwriter in considering whether or not to write any contract of insurance and if so on what terms.
7.2
The Intermediary shall, in respect of any contract of insurance underwritten by CNA Europe, issue to any Customer only the most current insurance documents issued to the Intermediary by CNA Europe via the Website. The Intermediary acknowledges that the applicable policy documentation shall be subject to alteration from time to time and acknowledge and accept sole responsibility for monitoring such alterations.
7.3
The Intermediary shall issue all documentation and information required to be issued or provided to any Customer by CNA Europe by ICOBS and in accordance with the time frames specified therein.
7.4
The Intermediary shall issue on behalf of CNA Europe and in the form approved by CNA Europe a notice of right of cancellation where required by ICOBS and in accordance with the time frames specified therein.
7.5
When giving any quotation or indication or explanation of cover provided by CNA Europe policies, the Intermediary shall only use current information and quotations obtained from the Website and shall take account of any changes notified to the Intermediary by CNA Europe and destroy or return any obsolete materials as notified by CNA Europe.
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
7.6
The Intermediary shall provide promptly to its Customers, CNA Europe’s renewal invitations including any details of any change in the terms and conditions applying to the contract of insurance or to the subject matter covered.
7.7
The Intermediary shall deal promptly with any requests for additional information made by CNA Europe when requesting CNA Europe to underwrite a contract of insurance or to renew such policy.
7.8
CNA Europe shall advise the Intermediary promptly if it decides not to invite renewal of any contract of insurance.
8
DIRECT CONTACT WITH CUSTOMERS
8.1
CNA Europe reserves the right to deal directly with any Customer of the Intermediary in any of the following circumstances: a. a claim arises; b. fraud by the Intermediary; c. civil or regulatory proceedings or criminal charges which in CNA Europe’s sole opinion are material to any business conducted between CNA Europe and the Intermediary and are brought against the Intermediary or any of its directors; d. the Intermediary's administration of the business being conducted between CNA Europe and the Intermediary is such, in CNA Europe’s sole discretion, as to prejudice the interests of the Customer or CNA Europe; e. this Agreement is terminated by CNA Europe for a breach by the Intermediary; f. the insolvency of the Intermediary or the instigation of insolvency proceedings against the Intermediary.
8.2
Where possible, notice shall be given to the Intermediary by CNA Europe of any action proposed under Clause 8.1.
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TREATING CUSTOMERS FAIRLY
9.1
The Intermediary shall at all times act with complete integrity, exercise due care, skill and diligence and shall deal with all Customers and prospective Customers fairly.
9.2
The Intermediary shall inform its Customers: a. that it acts as agent for CNA Europe in the collection of premiums and payment of claims unless CNA Europe has imposed a premium payment warranty or premium payment condition; and b. that it is authorised by the FCA or any other relevant regulator.
9.3
The Intermediary shall ensure if it assists any Customer with completion of a proposal form, that it informs the Customer that it does so as agent of the Customer and not as agent for or on behalf of CNA Europe.
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ACCESS TO RECORDS
10.1 CNA Europe shall be entitled by itself or through representatives to audit or inspect, at any time during normal business hours, following service of reasonable written notice, all records and accounts of the Intermediary maintained by the Intermediary in carrying out its duties and responsibilities to CNA Europe as its agent in accordance with the terms of this Agreement or in relation to any contract of insurance underwritten by CNA Europe.
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10.2 The Intermediary shall allow CNA Europe or its representatives access to its premises in order to permit CNA Europe to carry out any audit or inspection in accordance with Clause 10.1. 10.3 The Intermediary shall allow the FCA or any other relevant regulator the same rights as CNA Europe has by Clauses 10.1 and 10.2 to inspect or audit records or accounts maintained by the Intermediary on behalf of CNA Europe in accordance with this Agreement. 10.4 The Intermediary shall immediately inform CNA Europe in the event that the FCA or any other relevant regulator seeks to inspect any records held by the Intermediary in relation to any contract of insurance written by CNA Europe.
11
DATA PROTECTION
11.1 Both the Intermediary and CNA Europe shall comply at all times with the Data Protection Act 1998 ('DPA') and all statutory instruments and regulations made under it from time to time or equivalent legislation in the jurisdiction in which they carry on business. 11.2 Where a Party (‘Disclosing Party’) discloses to the other (‘Recipient’) personal data in relation to any general insurance business under this Agreement: a. the Disclosing Party shall ensure that it obtains any or all necessary consents so that the personal data that it provides can be lawfully used or disclosed by the Recipient in the manner and for the purposes anticipated by this Agreement, and so that the personal data may be transferred outside the European Union in compliance with the DPA; and b. the Recipient shall ensure that such personal data is used only for purposes anticipated by this Agreement. 11.3 Each Party shall co-operate with the other in respect of requests for subject access which relate to personal data which it holds and has received under or in accordance with this Agreement. 11.4 If either Party holds any information collected pursuant to this Agreement as a data processor, it undertakes to protect that data as if it were a data controller for the purposes of the seventh data protection principle in Schedule 1 to the DPA. 11.5 The Intermediary agrees that any or all notices provided or consents obtained shall be sufficient to allow CNA Europe to use the personal data for the purposes described in CNA Europe’s privacy statement available at www.cnaeurope.com. 11.6 For the purposes of this clause 'personal data', 'data processor', 'data controller' and 'data subject' shall have the meanings given to them in the DPA.
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PROFESSIONAL INDEMNITY INSURANCE
12.1 The Intermediary shall maintain professional indemnity insurance in accordance with the requirements of the FCA or any other relevant regulator. 12.2 The Intermediary shall provide a copy of its professional indemnity policy to CNA Europe immediately upon request by CNA Europe and shall inform CNA Europe in the event of any changes in the terms of cover or the Intermediary's insurers withdrawing, avoiding or not renewing such cover or refusing to pay any claim under such policy.
13 OBLIGATIONS 13.1 CNA Europe covenants and undertakes that it shall not solicit nor permit the solicitation of insurance business from any Customers introduced to it by the Intermediary during the term
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of this Agreement and for a period of 12 months following the termination of the last contract of insurance except in circumstances shown below whereupon such BIBA scheme benefits shall be forfeited: a. the Intermediary has given its specific written permission to the solicitation by reference both to the identity of the Customer and the nature of the proposed insurance; b. the Intermediary’s Customer or a third party representing him, approaches CNA Europe direct with a view to providing insurance coverage; c. the solicitation is by way of a general direct marketing campaign using target lists supplied by a third party which can be clearly identified; or d. the Intermediary becomes insolvent, enters into a composition with its creditors, has a receiver or administrative receiver appointed in respect of all or substantial part of its assets, enters into liquidation otherwise than for the purpose of amalgamation or reconstruction or ceases or threatens to cease the operation of its business.
14
INDEMNITY
14.1 The Intermediary shall indemnify and hold CNA Europe harmless from all liabilities, obligations, claims, actions, causes of action, penalties, costs, legal fees and other costs arising: a. directly or indirectly as a consequence of a breach by the Intermediary of this Agreement and/or the Application Form; and/or b. as a consequence of any acts or defaults by the Intermediary of any duties owed to CNA Europe as a consequence of this Agreement and/or the Application Form.
15
PREMIUM FINANCE CONTRACTS
15.1 Except with specific authority from CNA Europe, the Intermediary shall not enter into or permit others to enter into premium finance arrangements in CNA Europe’s name. 15.2 For the avoidance of doubt, if the Intermediary enters into a premium finance arrangement in respect of premiums for general insurance business subject to the terms of this Agreement, such arrangements shall neither be in CNA Europe’s name nor for CNA Europe’s account.
16
INTELLECTUAL PROPERTY AND PROTECTION OF REPUTATION
16.1 The Intermediary shall not, without the written authority of CNA Europe, make use of any Intellectual Property. All rights of CNA Europe in such Intellectual Property are hereby reserved. 16.2 The Intermediary shall not take any steps or undertake any act or series of acts or omit to do anything or a series of things which may or shall be detrimental to the reputation of CNA Europe.
17
TUPE
17.1 The Intermediary agrees and undertakes that anyone it appoints, employs or engages to fulfil its obligations under this Agreement is and shall for all purposes remain the employee or contractor of the Intermediary and that the termination of this Agreement (or any part of it) shall not operate so as to transfer to CNA Europe any contracts of employment or any liability arising out of them.
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17.2 If, notwithstanding the above, any contracts of employment or any liability arising therefrom of any employees, is transferred or alleged to be transferred to CNA Europe, whether by operation of law or otherwise, the Intermediary shall indemnify and keep indemnified CNA Europe against any losses arising as a result of or in connection with such transfer or allegation, including for claims of redundancy, unfair and wrongful dismissal.
18
THIRD PARTY RIGHTS
18.1 None of the terms and conditions of this Agreement shall give any person any right to enforce any term or condition which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
19
CONFIDENTIALITY
19.1 The Parties shall treat as confidential information received from each other relating to this Agreement and to any general insurance business conducted between them. The Parties shall not disclose this confidential information to any other person not entitled to receive such information except as may be necessary to fulfil their respective obligations under this Agreement 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 and other companies within its corporate structure. This clause shall 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. 19.2 The provisions of this clause shall survive and continue to apply for a period of three (3) years after disclosure of the relevant information, notwithstanding any termination of this Agreement.
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COMPLAINTS
20.1 The Intermediary shall maintain a complaints procedure in compliance with rules of the FCA or any other relevant regulator. 20.2 The Intermediary shall immediately inform CNA Europe in the event of any complaint being made by any of its Customers in relation to any contract of insurance underwritten by CNA Europe. 20.3 The Intermediary shall deal with all complaints it receives in accordance with the procedures adopted in compliance with Clause 20.1. In handling such complaint the Intermediary shall be acting on its own behalf and shall not act or hold itself out as acting on behalf of CNA Europe in any way.
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ENTIRE AGREEMENT
21.1 This Agreement supersedes any previous agreement between the Parties in relation to the subject matter of this Agreement and represents the entire understanding between the Parties in relation thereto as at the date of this Agreement. 21.2 For the avoidance of doubt this Agreement shall apply to any general insurance business transacted between CNA Europe and the Intermediary prior to the operation of this Agreement where the relevant contracts of insurance remain valid or there are outstanding claims under such contracts.
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22
CONFLICT OF INTEREST
22.1 The Parties shall adopt and/or maintain procedures to ensure that each has in place arrangements for the identification and management of any conflicts of interest that may arise in relation to any general insurance business.
23
SEVERABILITY
23.1 In the event that any term or condition of this Agreement is determined invalid, unlawful or unenforceable to any extent, such term or condition shall be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law.
24
ASSIGNMENT
24.1 Neither Party shall assign any of their respective rights or obligations hereunder without the written consent of the other Party.
25
VARIATION
25.1 The Agreement may be varied by CNA Europe from time to time with or without notice by posting the revised Agreement on the Website. Continued use of the Website by the Intermediary or its employees following any such revision shall constitute acceptance of such variation.
26
WAIVER
26.1 Waiver or failure by either Party at any time to enforce any of the terms or conditions of this Agreement shall not be construed as a waiver of such terms or conditions or in any way affect their validity.
27
COMMENCEMENT AND DURATION
27.1 This Agreement comes into effect when the Intermediary first places general insurance business through the Website and shall continue in effect until it is terminated.
28
TERMINATION
28.1 The Agreement shall terminate in accordance with Clause 7 of the Website Terms.
29
CONSEQUENCES OF TERMINATION
29.1 CNA Europe and the Intermediary shall seek to agree a procedure for the ongoing administration of any contract of insurance between CNA Europe and the Customers of the Intermediary which is in force at the time of termination of this Agreement and in particular use reasonable endeavours to agree the text of a letter of notification to be sent to the Customer. CNA Europe reserves the right to notify Customers of the termination of this Agreement. 29.2 Where permissible the Intermediary and CNA Europe shall remain liable to persons in their obligations under this Agreement in respect of any contract of insurance still in force at the time
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
of termination of this Agreement. 29.3 The Intermediary shall provide to CNA Europe contact details, including names, addresses, phone numbers and email addresses for all Customers with whom CNA Europe has a contract of insurance. 29.4 The termination of this Agreement for whatever reason shall not give rise to any claim by the Intermediary for compensation for loss of business and/or loss of profits and/or loss of goodwill and/or any other loss howsoever arising. 29.5 Termination of this Agreement shall be without prejudice to CNA Europe’s right to receive premiums in respect of any contract of insurance underwritten prior to the Agreement being terminated. 29.6 Upon termination of this Agreement, the Intermediary shall not have any further authority to act on behalf of CNA Europe howsoever. 29.7 Upon termination of this Agreement, the Intermediary shall within thirty (30) days pay to CNA Europe all and any outstanding balances due to CNA Europe. 29.8 Upon termination of this Agreement, the Intermediary shall not make any further use of any Intellectual Property or promotional materials belonging to CNA Europe, unless CNA Europe agrees to allow the Intermediary to continue to use them on terms to be set out in writing by CNA Europe.
30
FORCE MAJEURE
30.1 Neither Party shall be liable to the other if performance of any of its obligations is prevented, hindered or delayed by the occurrence of circumstances beyond its control. Such circumstances shall include, but are not limited to, acts of God, strikes or any other industrial action whether actual or threatened, war, civil commotion, acts of government or any quasi governmental authority or any change in any statute, order or regulation having the force of law or any guidelines or restrictions issued or imposed by the Bank of England or HM Government whether or not having the force of law that affects the operation of any product or the business of such Party. 30.2 Following the occurrence of any such event the Party affected shall use all reasonable endeavours to minimise and/or eliminate the adverse effects thereof and shall forthwith notify the other Party of such occurrence and what steps it is taking to minimise any adverse effects. The Parties shall discuss what, if any, modification to the terms and conditions of this Agreement may be required in order to arrive at an equitable solution.
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ALTERNATIVE DISPUTE RESOLUTION
31.1 In the event of a dispute arising in respect of this Agreement the Parties agree to, in the first instance, discuss the dispute in good faith and to arrange a meeting between senior management personnel of each Party in an attempt to resolve such dispute. Should such attempt to resolve the dispute fail, either Party may require that the matter be mediated by a suitably qualified independent mediator appointed at the agreement of the Parties. In the event of such referral to mediation, the Parties agree to attend at least one mediation and seek, in good faith, to resolve the dispute.
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
32
JURISDICTION AND APPLICABLE LAW
32.1 The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties submit themselves to the exclusive jurisdiction of the English courts.
CNA Insurance Company Limited Registered in England number 950 Registered Office: 20 Fenchurch Street London EC3M 3BY. VAT registration number 667557779 A member of the Association of British Insurers A Member of the CNA Financial Group. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (number 202777) CNA Europe is a registered trade mark of CNA Financial Corporation CNA is a registered trade mark of the CNA Financial Corporation CNA HealthPro is a registered trade mark of CNA Financial Corporation.
TOBA-UKEN-16-003-0613 – BIBA WEBSITE TOBA 2013
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CNA Insurance Company Limited, 20 Fenchurch Street, London EC3M 3BY Telephone: +44 (0)20 7743 6800 Fax: +44 (0)20 7743 6801
SCHEDULE TO AGREEMENT This Schedule forms part of this Agreement Product Type: Excess of Loss Insurance Commission: 25% of gross premium (excluding IPT), unless otherwise agreed by CNA Europe and the Intermediary in writing. Terms of Credit and Payment The Intermediary shall be allowed 45 days credit for payment of premiums due to CNA. This period of 45 days shall run from the earliest of the following dates: a. commencement of the insurance cover; b. the renewal date of the policy; c. the date of any additional premium or additional declaration; d. the date of any notice from CNA Europe of any provision premium to be charged; e. the calculation or agreement of any final adjusted additional premium; and f. the date on which the Intermediary becomes liable for payment of premium pursuant to Clause 4.6. Note: it is a condition precedent to CNA Europe’s liability under any insurance policy written using the Website that premium reaches CNA Europe no later than 45 days from commencement of cover. This constitutes a premium payment warranty for purposes of clause 4. The Intermediary shall account to CNA Europe for monies due within the period of credit referred to in the Schedule. Settlements are to be reconciled to the last statement of account for the period in question. No allowance shall be made for: a. any arrangement whereby the Intermediary has allowed credit to the policyholder; b. any delay within the Intermediary’s accounting system; c. any liability to obtain monies from the policyholder or prospective policyholder.
CNA Insurance Company Limited Registered in England number 950 Registered Office: 20 Fenchurch Street London EC3M 3BY. VAT registration number 667557779 A member of the Association of British Insurers A Member of the CNA Financial Group. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (number 202777) CNA Europe is a registered trade mark of CNA Financial Corporation CNA is a registered trade mark of the CNA Financial Corporation CNA HealthPro is a registered trade mark of CNA Financial Corporation.
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