Terms & Conditions
This Agreement sets out the terms of business between APC London Market Limited Firm Reference Number (FRN) 969953 registered in England No.05822260 Registered Address Suite 108, 150 Minories, London EC3N 1LS (us/our/we) an appointed representative of Anglo Pacific Consultants (London) Limited who is authorised and regulated by the Financial Conduct Authority under Firm Reference Number (FRN) 304782 registered in England No.02852425 Registered Address: 80 Leadenhall Street, London, EC3A 3DH, and
you (whether you are a sole trader, partnership or corporate entity), (you/your),
- Definitions and Interpretation
- In this Agreement:
The FCA’s Client Assets Sourcebook.
means, without limitation, all commercial or proprietary information of a confidential nature disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by the disclosing party ("Disclosing Party") to the receiving party ("Receiving Party") including without limitation information relating to the Disclosing Party’s know-how, trade secrets and business affairs;
means the person which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;
“Data Protection Law”
means a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) or any subsequent legislation enacted in the UK or the applicable statutes and regulations in your jurisdiction in respect of the privacy and security of Personal Data; and b) any code of practice or guidance published by the UK Information Commissioner’s Office from time to time;
means the identified or identifiable natural living person to whom the Personal Data relates;
means the Financial Conduct Authority or any successor regulatory body(ies) or, if you are regulated by another regulatory body, then the Regulator specified by you in the Application which we accepted as part of our registration process;
means the FCA’s Insurance Conduct of Business Sourcebook
Any insurances or reinsurances falling within the definition of “contract of insurance” in Article 3(1) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 together with insurances concluded under any contracts for insurance made by us where you are the coverholder or the placing broker.
means the Insurer(s) and/or reInsurer(s) as notified to you in respect of each transaction;
means Insurance Premium Tax, its successor, other or additional tax levied on insurance premiums;
means any information relating to the Data Subject.
means all monies due to us including the premium, IPT and any additional fees;
- Except as expressly stated, references to a 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; references to regulatory codes of practice include any amendments or revisions to such codes of practice from time to time; references to any regulatory authority include any successor regulatory authority(ies).
- Where expressions are not specifically defined and are capable of having a special meaning according to the usage or custom of the relevant business, such expressions are to be interpreted accordingly. For the avoidance of doubt, references to a party shall mean either party to this Agreement as the context dictates unless otherwise specified.
- References in this Agreement to the singular shall include the plural and vice versa and words denoting one gender shall include each gender and all genders.
- The headings in this Agreement shall not affect its interpretation.
- Any phrase introduced by the term "include", "including", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding that term.
- 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 that we receive your signed ToBA Acceptance Form and have issued you with a Agency Number or, in the event that we have issued you a variation, from the effective date notified to you in the covering letter. The terms of this Agreement supersede the terms of any other Terms of Business Agreement that might already in place between us.
- You act at all times as your client’s agent. Nothing in this Agreement, other than as provided for in clause 9.5.5, shall be deemed to appoint you as the Insurer(s) agent or our agent. As your client’s agent :
- you warrant that you at all times have full authority and instructions from your client; and
- you may receive premiums from your clients that are payable to us, you may receive premium returns from us that are payable to your clients.
- Subject to clause 16 (which is to be given a free and unfettered interpretation) nothing in this Agreement overrides your duty to place the interests of your client before all other considerations nor shall this Agreement override any legal or regulatory requirements (whether obligatory or advisory) which may apply to you, us, or the placing of any Insurance Business.
- Unless you provide your consent we will not contact your Clients without your prior approval during the period of this Agreement and for a period of 12 months after its termination or expiry, directly or indirectly solicit, entice away or attempt to solicit or entice away from you any Client of yours who is, or has: (i) at any time during the term; or (ii) following expiry or termination of this Agreement, in the immediately preceding 12 months, been introduced to us by you. However, you agree that we or someone acting on our behalf may contact your Client if it is reasonable to do so in order to act in the best interests of your Client or other parties to the insurance contract or to meet the requirements of the Financial Conduct Authority or other regulatory body, and we have used our best endeavours to obtain your prior approval but have not been successful in doing so. We shall also not be prohibited from dealing with business relating to your Client on behalf of another intermediary who has obtained a formal appointment to act for your Client.
- Without our express prior written consent you cannot assign or transfer or sub-broker or otherwise sub-contract to any intermediary or other third party any of your rights or obligations under this Agreement, nor may you act as the agent or representative of any third party (including any associated company or affiliate) save for your client.
- You acknowledge that when you request us to provide these services it is to enable you to access the products and services of the Insurer(s) that you might not otherwise have access to during the period of this Agreement or twelve months thereafter if this Agreement is terminated by you. Once we have provided terms of new, renewal or additional insurance for your Client, as part of this service, you will not seek to obtain the same or similar insurance from the Insurer(s) we propose either on a direct or indirect basis without prior permission from us in writing. You accept that that if such permission is given it will be on the condition that you agree to remit to us half of the remuneration that you receive either on a fee and/or commission basis in relation to the insurance. In the event of a breach of this clause you agree that the aforementioned sums shall be properly due to us by way of liquidated damages.
- We reserve the right to make enquiries through credit forums or credit checking agencies or other insurance companies regarding your credit status. Enquiries may include such “soft” credit checks using credit reference agencies, and other background checking, as deemed appropriate against senior managers and directors involved in your business, and you should bring this provision to such senior managers’ and directors’ attention.
- This Agreement shall not override the terms of any underlying contract for or of Insurance Business or the terms of any Slip, save that you and we agree that clause 9.5.5 shall apply to the exclusion of any equivalent terms in any binding authority agreement placed between us and you as coverholder.
- As you are not our or the Insurer(s) agent, for the avoidance of doubt and save as expressly agreed in writing by us, you are not empowered in any way to accept risk or bind the Insurer(s) to a contract of insurance or to vary the terms and conditions of any of the Insurer(s) policies or other documentation.
- Duty of fair presentation
- You and your client must take care to give accurate and complete information relating to the contract.
- In addition to the information that your client is required to disclose to the Insurer(s), you and your client have a duty to disclose every material circumstance that you or they know or ought to know, after reasonable search. This applies before the cover is placed, when renewed and if altered at any time during the duration of the contract. A circumstance is material if it would influence the Insurer(s) decision whether to accept the risk, including terms and pricing.
- If there is any doubt whether a circumstance is material to the risk, it should be disclosed as failure to disclose may entitle the Insurer(s) to refuse indemnity but only in circumstances where they would not have entered into the contract at all, had the full facts been known to them.
- If in this circumstance they would have entered into the contract but on different terms other than relating to premium, the contract is to be treated as if those terms applied.
- If they would have charged a higher premium then they are entitled to reduce the claim payment in proportion.
- We are authorised by the FCA to transact general Insurance Business and continue to be authorised and comply with all the rules of that regulator.
- You must be authorised by the FCA to transact general Insurance Business and continue to be authorised and comply with all the rules of that regulator or that you are an appointed representative of an insurance intermediary which is authorised by the FCA to transact general Insurance Business and therefore properly exempt from the requirement to be authorised by the FCA.
- You must maintain at all times Professional Indemnity Insurance which is in compliance with FCA requirements and let us have full details of such cover upon request at any time.
- Each party will comply with all legal, licensing and regulatory requirements. In the event that you infringe any such requirement, we reserve the right to treat any such infringement as a material breach of this Agreement.
- You will forward promptly notices of a clients’ right to cancel an insurance policy in all instances where such notices are required by Chapter 7 of ICOBS and in accordance with those rules.
5.6 Each party shall pay due regard to, and co-operate in respect of the observance of, any applicable financial crime and international economic, financial or trade sanctions, laws and regulations which bind the relevant client, you or us.
5.7 Neither party shall take any action which facilitates the evasion of taxes anywhere in the world or which is contrary to any related financial crime laws and regulations (including without prejudice to the generality of the foregoing the Criminal Finances Act 2017).
5.8 Neither party shall be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any laws and regulations against bribery (including without prejudice to the generality of the foregoing the Bribery Act 2010).
5.9 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, the Criminal Finances Act 2017 or any other relevant laws and regulations, maintain on an ongoing basis appropriate systems, procedures and controls designed to prevent any breach of paragraphs 5.6 to 5.8 above.
- Commission and Policy Fees
6.1 Our usual remuneration is by way of brokerage, being a percentage of the premium charged by Insurer(s) in respect of the contract of insurance arranged by us and/or a fee for the services provided by us. We also reserve the right to retain commission in the event the contract of insurance is cancelled. We agree to pay you commission on business placed through us and on renewals whilst the business remains under your control. The amount of commission will be shown on the Quotation. Commission rates will vary from time to time and are dependent on many factors including but not limited to how it will be placed with Insurer(s), which Insurer(s) have agreed to write the business and the type of product.
6.1.1 Occasionally, we may be asked to arrange facultative or treaty reinsurance for the Insurer(s) directly involved with your clients insurance. This placement is subject to a separate and distinct contract with its own terms and conditions including remuneration.
6.1.2 There are a number of other ways that we may be remunerated, including the payment of profit commissions, profit shares, service fees and commissions by Insurer(s) in respect of a specified portfolio of business, usually placed under a facility such as a Line slip or Binding Authority.
6.1.3 In addition to the above, we advise that as a result of arranging insurance on your clients behalf, we may also receive additional income from interest earned on insurance monies passing through our insurance bank accounts and other investment returns that we retain for our own use rather than pay to our clients.
6.2 Details of any charges you make to the client in addition to the premium must be disclosed to the client in accordance with the FCA regulations. These may include policy fees and other charges we make, and administration fees and charges for additional benefits and services provided by you. All such costs must be shown separately from the premium charged to your client.
- Processing Business
7.1 Insurance Placing
7.1.1 We will act in the best interests of your clients at all times, whilst having regard to our legal and regulatory obligations.
7.1.2 We conduct all our business in English unless we have agreed with you otherwise. All communications between us must be in writing or confirmed in writing, which, for the purposes of this Agreement, includes email unless otherwise agreed or delivered by hand, sent by first class mail.
7.1.3 We usually offer and arrange cover with a limited number of Insurer(s) selected on the basis of our knowledge and experience of the market, the products available and our strategy to deal with Insurer(s) with whom we can develop trading relationships to our client’s advantage.
7.1.4 We will ensure that we provide you with comprehensive information for you to make an informed decision about the insurance proposed. A full copy of the full policy wording is always available on request. It remains your obligation to ensure the cover meets your client’s needs. As you are an FCA authorised insurance professional we will work on the assumption that we do not need to explain basic insurance principles and commonly encountered terms, conditions, warranties or exclusions.
7.1.5 We will take diligent steps to implement instructions in a timely fashion and attempt to place all of the required insurance before the intended date of inception, renewal or extension of insurance cover, confirming to you prior to such date the coverage which is in place.
7.2 Client Documentation
7.2.1 Upon completion of the insurance arrangement(s) on your Clients behalf, we will provide you with written confirmation. This will be followed by the appropriate documentation to provide your Client with formal confirmation of the insurance cover we have arranged and the amount of premium payable.
7.2.2 We will issue an evidence of insurance which may take the form of an Insurer(s) document (such as a copy of the placing contract and/or a formal policy document or certificate) or a broker insurance document which provides confirmation of the terms of the insurance contract we have arranged and the Insurer(s) or market with whom the risk has been placed.
7.2.3 You should check the documentation and satisfy yourself that it is entirely in accordance with your clients understanding and instructions. Anything at variance with your clients understanding and instructions should be advised to us immediately. Otherwise, we will assume that the documentation is in order.
7.2.4 In all circumstances we issue a Debit Note for all business that is negotiated on your behalf in the open market, this will show the premium, commission and/or fee and where relevant, any tax(es) to be remitted to appropriate authorities through ourselves.
7.2.5 We will seek to obtain as soon as practicable the issuance of any insurance policy wording(s) which may be requested. Any amendments to the insurance contract must be requested in writing and will be confirmed by the issuance of an Addendum or Endorsement to the policy of insurance, unless such amendment is reflected within the issued documentation.
7.2.6 For some types of insurance it is possible to make a claim long after its expiry date and therefore we recommend that you or your client retain copies of all insurance documents safely. We will retain information you supply and insurance documents provided by us in accordance with the applicable regulatory requirements but thereafter reserve the right to destroy all such records.
7.3 Claims Procedures
7.3.1 Details of claims or circumstances notifiable to the Insurer(s) under the terms of the policy arranged must be advised to us or your clients Insurer(s) in a timely manner in accordance with the terms and conditions of that policy.
7.3.2 Your clients claims may be submitted to Insurer(s) by means of an electronic claims files system. This will require the submission of documents to a market repository which will be available to Insurer(s) and it will not be possible for us to withdraw documents from the repository once they have been submitted.
7.3.3 You and your client should be aware that we may perform a limited service for the Insurer(s) in relation to Insurer(s) claims advisors (e.g. surveyors, adjusters and lawyers) by relaying instructions, disseminating reports and collecting fees or other disbursements, where we consider this should not create a conflict of interest. If we consider a conflict of interest may arise, we will refrain from performing any (further) services for the Insurer(s) unless otherwise agreed.
8. Credit and Payment:
8.1 In order for us to meet the premium payment terms of the Insurer(s), premiums are due and should be received by us in cleared funds by the payment date(s) specified in our Debit Note. In certain circumstances, the Insurer(s) will stipulate special premium payment terms which, if not met, may affect the validity of the insurance contract. We will advise you when these circumstances arise. We are not under any obligation to settle the premium by the payment date(s) to Insurer(s) on your Clients behalf. All payments should be made in the same currency in which they have been debited to you. Furthermore, all payments should, wherever possible, be made by wire transfer and not by cheque to avoid the possibility of cover being prejudiced by delays in clearing the funds.
8.2 We operate a direct debit facility for spreading the payment of annual premiums. Please contact us for full details of the Finance Company, and the applicable terms which may vary from time to time.
8.3 There are several ways of contacting our accounts department, to request direct debit renewals/arrears information or discuss general queries, please contact us at the following details:
Our offices are open Monday – Friday 9am to 5pm
Telephone: 020-7256-3105 Option 2 then option 2
9. Responsibility for Premiums / Risk Transfer.
9.1 You shall collect the Premium from your clients and once received you shall be responsible to us for payment of the Premium.
9.2 If you do not expect to collect the Premium from the client by the end of the credit period, you must notify us immediately. We will then inform you that Insurer(s) will either remain on risk for a further period or that the policy will be cancelled. Your responsibility for the Premium under clause 9.1 shall not affect Insurer(s) right to cancel the policy, whether for non-payment of Premium or for any other reason. Where Insurer(s) cancel a policy and make a Premium charge to the client in respect of the time on risk, your responsibility for Premium under clause 9.1 shall be limited to the Premium charge for the time on risk.
9.3 For the avoidance of doubt, any arrangements between your client and you, or any party other than us, for the giving of credit in respect of, or the provision of finance or the extension of time for payment of the Premium, shall be at your or other third party's risk and shall not affect your responsibility to us for the Premium.
9.4 Money received from you, or to be paid to your Client, in relation to the insurance contracts we arrange on your clients behalf, (known as Client Money) will be held in accordance with the FCA rules either:
9.4.1 As agent of the relevant Insurer(s), usually known as “Risk Transfer”, and which is co-mingled in the Non-Statutory Trust and referred to as Client Money; or
9.4.2 As your agent by way of a Non-Statutory Trust as Client Money in a segregated bank account. In the unlikely event of our failure, Client Money is available to clients ahead of other creditors.
9.5 Risk Transfer (Money held by us as an Agent of Insurer(s))
9.5.1 We have agreed in writing with many Insurer(s) to receive money as their Agent.
9.5.2 Money received whether from you or from the Insurer(s) will be the property of the Insurer(s) whilst we hold it. So if you pay a premium to us it will be treated as having been received by the Insurer(s), which means you cannot be asked to pay it again if we do not pay the premium over to the Insurer(s). Similarly once we have received the premium we would be unable to return it to you, for example in the event of the Insurer(s) becoming insolvent. Also, if the Insurer(s) pays claims money or a return premium to us for onward transmission to you and we do not pay you, then the Insurer(s) will still be liable to you. As the Insurer(s) bears the risk of such losses this agency relationship is usually described as Risk Transfer.
9.5.3 If you do not wish us to hold money in this way, we may not be able to act on your clients behalf.
9.5.4 Premiums you collect from your client in respect of the business we place for your client are deemed by us to be monies held by you as agent of your client. If you are unable to hold Client monies, please have the premiums made payable directly to us by cheque or preferably bank transfer, we will then arrange for your commission to be paid to you once we are in receipt of cleared funds.
9.5.5 Notwithstanding the foregoing, if you are holding facility(ies) or binding authority(ies) where you have been appointed as an agent or representative of Insurer(s) which grant you risk transfer, the premiums and, where applicable, any claims monies due to be paid to your client in respect of business we place for your client will be deemed by us to be monies held by you as agent and trustee of the Insurer(s). Rarely in other circumstances will Insurer(s) in the open market grant you risk transfer as you are the agent of the client. You will be notified should any such circumstances arise where you are granted risk transfer in which case all such monies shall be held by you on trust for Insurer(s) in any Bank account that follows the BIIBA Trust Account standard in accordance with and subject to the regulatory regime applicable to Client Money as from time to time in effect (currently set out in CASS 5). Insurer(s) further agree that any interest earned on said account shall accrue to you.
9.6 Client Money (Held by us as your Agent)
9.6.1 Where we do not have a Risk Transfer arrangement with Insurer(s), so that Risk Transfer does not apply, money we receive from your clients (or from Insurer(s)) will be the client’s property whilst we hold it. This means the premium in our custody is not treated as having been received by Insurer(s) until we actually pay it over. Similarly claims money or return premiums received from Insurer(s) will be held on the client’s behalf.
9.6.2 You will be notified when Risk Transfer DOES NOT apply to us.
9.6.3 As Client Money is not our money, the FCA rules require that it is kept separate from our own money and as permitted by the rules we hold such money with an approved bank segregated in a client bank account designated as a Non-Statutory Trust account.
9.6.4 As permitted by the Non-Statutory Trust we are entitled to and may use Client Money held on behalf of one client to pay another client’s premium before the premium is received from that other client, and to pay claims and premium refunds to another client before we receive payment from the Insurer(s). However, we are not entitled to use Client Money to pay commissions before we receive the relevant premium from the client. We may however withdraw commissions due from the relevant premium once received prior to onward payment provided that such commission withdrawal is permitted by the terms of business agreement with the insurance undertaking concerned.
9.6.5 The aim of the Non-Statutory Trust is to protect the client in the event of the failure of the firm, or the failure of the bank or a third party at which the Client Money may be held. In such a circumstance, the firm’s general creditors should not be able to make claims on Client Money as it will not form part of the firm’s property.
9.6.6 The fact that we will hold money on trust gives rise to fiduciary duties that will be owed to your client until the Client Money reaches the Insurer(s). FCA rules permit us to hold both Risk Transfer and Client Money together in the Non-Statutory Trust bank accounts as long as the Insurer(s) subordinates its right to the money to those of the clients.
9.7 Interest on Client Money
9.7.1 Any interest earned on Client Money held by us will be retained by us for our own use, rather than paid to you.
9.8 Payment to Third Parties
9.8.1 We may transfer Client Money to another person, such as another broker or settlement agent, for the purpose of effecting a transaction on your clients behalf through that person.
9.8.2 This may include brokers and settlement agents outside the UK. The legal and regulatory regime applying to a broker or settlement agent outside the UK may be different from that of the UK and, in the event of a failure of the broker or settlement agent, this money may be treated in a different manner from that which would apply if the money were held by a broker or settlement agent in the UK.
9.8.3 We have a policy in place to ensure personnel do not directly or indirectly (through third parties) make an offer, promise or payment of money or any other thing of value to government officials in order to assist in obtaining or retaining business.
9.9 Your Acceptance of These Financial Terms
9.9.1 You will be deemed by us to have given us your informed consent for us to hold your clients money on the Non-Statutory Trust basis described above if you have received these terms of business and you continue to do business with us. Consequently, if you are happy with us to hold Client Money on a Non-Statutory Trust basis there is no need for you to take any action. If you do have any concerns then please let us know.
- Solvency of Insurer(s)
10.1 We will only place insurance with Insurer(s) who have been subject to a satisfactory review by us or for which you have given us specific approval. Whilst the information held by us relies on sources considered to be reliable and we use all reasonable endeavours to review accurately that information in order to protect the interests of our clients, solvency cannot be guaranteed. We neither accept responsibility for the Insurer(s) financial standing and financial performance nor do we accept responsibility, in any circumstances and for whatever reason, should the Insurer(s) fail to fulfil its obligations to any party. The financial standing of Insurer(s) can change after the insurance contract has incepted, for example at the time of a claim or when a return premium becomes due. You may be liable to pay the premium for an insurance contract (either in full or pro rata) despite a participating Insurer(s) becoming insolvent.
- Use of Other Intermediaries
11.1 Where we consider it to be appropriate and for your benefit, it may be necessary for us to request another more localised or specialist broker or intermediary to act as our agent and assist us in the placement of an insurance contract. For example, many countries require the use of local intermediaries to access local insurance markets. In such cases, we will provide specific instructions to such intermediaries so as to meet your insurance requirements.
11.2 Please note that other intermediaries may be remunerated separately to us such as by a fee (agreed by you or us) or by way of brokerage from Insurer(s).
12.1 We aim to provide a first class service, however, if your client feels the need to complain, or your client feels that we have not fulfilled our obligations; please follow our complaints procedure as set out below.
12.2 In the first instance, please write to APC London Market Limited, Suite 108, 150 Minories, London EC3N 1LS including your client’s policy number so that we can best direct your complaint. Alternatively, you can make contact by e-mail at Complaints@apclm.com or telephone on 020 7256 3105. In addition, please send a copy to our principal and addressed to the Chief Operating Officer of Anglo Pacific Consultants (London) Limited, 80 Leadenhall Street, London, EC3A 3DH.Alternatively, you can make contact by e-mail at Complaints@apcuw.com or telephone on 020-7256-3100.
12.3 After this action, if your client is still not satisfied with the way a complaint has been dealt with, they may contact the Complaints Department of the relevant Insurer(s), details of which are provided in your clients policy and are also available upon request.
12.4 If your client still remains unsatisfied, they may refer the matter to either the Financial Ombudsman or Lloyds’ Complaints Department; the relevant details are again available upon request.
13.1 This Agreement shall terminate with immediate effect without need for any action by us if you have any relevant licence to conduct business suspended, removed or impaired by any order or decree of any judicial or regulatory authority including where you do not gain FCA authorisation in time or if your authorisation is withdrawn by the FCA or you voluntarily seek termination of your FCA authorisation at any time thereafter.
13.2 This Agreement may be terminated by either party:-
13.2.1 at any time by mutual agreement; or
13.2.2 on the expiry of thirty days notice.
13.3 We may terminate this Agreement with immediate effect by notifying you of our decision to do so in any of the following events:-
13.3.1 you are in material breach of this Agreement (including failure to meet our requirements and procedures or to obtain our consent where necessary);
13.3.2 any of your owners, directors, partners or other approved persons are convicted of any criminal offence by any Court of competent jurisdiction;
13.3.3 we have reason to suspect fraud on your part, or if any act or omission by you is, in our reasonable opinion, such as to prejudice the interests of any client;
13.3.4 you are merged with, acquired by or otherwise taken over by any individual corporation or other business entity or organisation of any kind, unless we agree that such termination is unnecessary;
13.3.5 you become the subject of an action in bankruptcy, insolvent, go into liquidation, make a composition with your creditors or an administrator or receiver is appointed;
13.3.6 you, being a partnership, are dissolved by agreement between the partners or by operation of law;
13.3.7 you cease to trade for any reason;
13.3.8 you become the subject of voluntary or involuntary rehabilitation.
13.4 You must give us immediate notice of any event giving rise to our right of termination under clause 13.3 and also of any of the following events: -
13.4.1 you are subject to an FCA enforcement notice;
13.4.2 you change your trading name, address or other contact details (notification by e-mail shall suffice only in this instance);
13.4.3 if you are a partnership, of any change in the partnership, or if you are a company, any change of control of your ultimate parent company ;
13.4.4 your professional indemnity cover fails to meet the requirements of the FCA.
- Effect of Termination
- You shall remain liable to perform your obligations in accordance with this Agreement, in respect of any insurance effected pursuant to this Agreement prior to its termination until every such insurance has expired or has otherwise been cancelled or otherwise terminated and, in respect of claims arising under such insurances until all claims have been paid or otherwise resolved, provided that you remain broker of record / appointed by the client. You will notify us as soon as possible and within 10 business days following receipt of a notice if you are no longer appointed as broker of record by a client.
- Upon termination of this Agreement other than under clause 13.2, we will prepare a statement of account showing monies owing by us to you and monies owning by you to us. Subject to the provisions of clause 9.1 and 9.2 settlement of such account shall be by way of payment by either party of the net balance due to the other party as shown on the statement of account as soon as reasonably practicable provided such sums are undisputed. Payment shall also be made to us of all known premiums not included in the statement. Where any premium that is not included in the termination statement of account becomes known after the preparation of that statement of account, we will prepare a further account or accounts showing such premium and any related commission and you shall, subject to clause 9.1 pay the net balance shown to be owing by you to us on any such account.
- We will co-operate with you during a period of twelve months from the date of termination in providing information, which you reasonably request, but only where termination has taken place under clause 13.2.
- We reserve the right to issue renewal invitations direct to clients if we can exercise our right to terminate under clause 13.3.7 and to recover any loss we incur as a result of such termination including by means of set off against any commission due to you under this Agreement if we can exercise our right to terminate under any of the events envisaged in clause 13.3.
- If termination is pursuant to clause 13.2, we reserve the right not to transact any new business or renewals following the giving of notice.
- You must retain a copy of this Agreement for a period of at least six years from the date on which it is terminated.
- Termination of this Agreement however caused shall be without prejudice to any rights or liabilities accrued by one party against the other at the date of termination.
- Financial Requirements
- You must comply with the financial requirements of the FCA at all times. You will immediately notify us if you fail to comply with those requirements.
- Access to Records
- Subject to clause 17, we shall have the right, upon reasonable notice, to inspect and audit any records relating to insurances placed with us, and to make copies or extracts of any such records. Such right shall continue notwithstanding termination of this Agreement.
- Data Protection
- We and you acknowledge and agree that where we or you process Personal Data under or in connection with this Agreement, it alone determines the purposes and means of such processing as a Controller.
- In respect of the Personal Data you process under or in connection with this Agreement, you:
17.3.1 shall comply at all times with its obligations under the Data Protection Law pertaining to the processing of Personal Data; and
17.3.2 shall comply with your obligations under the Data Protection Law including but not limited to in respect of keeping Personal Data secure, dealing with Personal Data Breaches, complying with the rights of Data Subjects and carrying out data protection impact assessments; and
17.3.3 you will ensure that you are able to process Personal Data lawfully, fairly and in a transparent manner and in compliance with the Data Protection Law.
- Any variation to the terms of this Agreement must be contained in writing. You should act on the most recent advice given on any particular issue.
18.2 We reserve the right to make reasonable changes to the terms of this Agreement and will give you not less than 30 days notice of such changes.
18.3 Such changes will be deemed to be accepted unless you notify the Company of any objection in writing before the expiry of the notice period.
- The Receiving Party shall keep any Confidential Information confidential and secure and shall not (except as authorised or as required for the purposes of this Agreement) use or disclose or attempt to use or disclose any Confidential Information.
- The obligations contained in clause 19.1 shall not apply to any Confidential Information:
- to the extent that the Confidential Information is, except as a result of breach of confidentiality, public knowledge at the time of disclosure;
- which is lawfully in the possession of the Receiving Party having been acquired from a third party not under any obligation of confidence to the Disclosing Party;
- to the extent that the Confidential Information is required to be disclosed by law or pursuant to any requirement of any competent governmental, official or regulatory body.
- The provisions of this clause 19 shall survive and continue to apply notwithstanding the expiration or termination of this Agreement howsoever caused.
- No waiver by either party in enforcing any of its rights shall prejudice its rights to do so in the future.
- This Agreement will inure to the benefit of and be binding upon the parties and their respective successors and assigns.
- The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision and any invalid or unenforceable provision will be severable.
- A party shall not be liable for any failure in the performance of any of its obligations under this Agreement caused by factors outside its control.
- In the event of any ambiguity or conflict arising between the terms of this Agreement and those of the policy documentation the terms of the policy documentation shall prevail.
Any notice to be given under or in connection with this Agreement shall be in writing and shall be delivered personally or by first class prepaid letter or be sent by electronic mail or comparable means of communication. Such notice shall be deemed to have been received when delivered in the case of personal delivery or 48 hours after posting (in the case of a first class prepaid letter), or if sent by electronic mail or comparable means of communication on the date of transmission, PROVIDED THAT the party giving notice by electronic mail or comparable means of communication shall also post a copy (first class prepaid) within 24 hours of sending the notice. Any such notice (or a copy of it) which is delivered or posted to the relevant party shall be addressed to the relevant party at its registered or principal office (or at such other address designated in writing by the relevant party).
- A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term 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.
- This Agreement and any document referred to in it constitutes the entire agreement between the parties as to the subject matter of it and supersedes all previous agreements, communications and representations in respect of that subject matter.
- Governing Law
This Agreement shall be governed by and construed in all respects in accordance with the laws of England, and both parties agree to submit to the exclusive jurisdiction of the English courts.
Signed for and on behalf of
APC London Market Ltd
Chief Executive Officer
Date of this Agreement: July, 2022