Insuristic Limited (“We”, “Us”, “Our”) wishes to appoint The Agent (“You”, “Your”) as its non-exclusive agent for the purpose of obtaining applications (“Applications”) for general Insurance business polices (“Polices”) on the terms and conditions hereinafter contained.
The Agent will need to ensure that it is, and throughout the life of this agreement, directly authorised, either by the FCA, or by virtue of their status as being an exempt professional firm, such as a solicitor, an accountant, or a chartered surveyor, permitted to carry on any insurance activities pursuant to this agreement.
On receipt of a satisfactory application, Insuristic Limited will, at its sole discretion, appoint the Agent as its non-exclusive agent for the purpose of obtaining applications for non-investment General Insurance products as set out in the Schedule (“Policies”).
Subject to the terms shown hereinafter this Agreement shall commence on the earlier of (i) the day and year on which this agreement is signed by the last party to sign it; and (ii) when the Agent places any business with Us, and shall continue in force unless terminated by either party giving to the other not less than 60 days’ notice in writing to expire at any time, subject only to prior termination pursuant to clause 14 below.
3.1. The Agent shall act in good faith, when acting on our behalf in connection with this Agent’s appointment.
3.2. The Agent shall act with due skill, care and integrity with clients and shall be responsible solely for ensuring that Applications have been completed correctly and that to the best of the information, knowledge and belief of the Agent the particulars contained within the Applications are true accurate and complete.
3.3. The Agent must comply with the provisions of the FCA handbook, the requirements of their professional body, and all other relevant laws and regulations;
3.4. The Agent shall provide Insuristic Limited with immediate notification of any claim against a policy, or a complaint by the proposer about You, Us or the insurer, and provide Us with any information or assistance we may reasonably require.
3.5. The Agent shall indicate to persons with whom it shall deal that all Applications made under this agreement are subject to acceptance by Us and the insurer.
3.6. The Agent shall during the continuance and after the termination from whatever cause of this Agreement not disclose to any third party, any confidential information which has been provided to the Agent by Us to any person, firm or company whatsoever.
3.7. The Agent shall use the correct insurance documentation for each policy and destroy any out of date documentation as requested by Us.
3.8. The Agent shall retain throughout the duration of this Agreement all authorisations and licenses they are required by law to possess to carry on business including authorisation by the FCA or their successor, or be an exempt professional firm, such as a solicitor, an accountant or chartered surveyors, that can provide some regulated products and services as part of their normal professional services, without being authorised or an agent of an authorised firm.
3.9. The Agent shall not pledge the credit of Insuristic Limited or accept orders or make any contract, undertaking or agreement on Our behalf, other than as specifically authorised and agreed in writing by Us.
3.10. The Agent shall not compromise any debt or other sum due to Us nor settle any account of claim whatsoever unless authorised specifically by Us in writing.
3.11. The Agent shall be fully authorised by the Financial Conduct Authority (FCA) or be an exempt professional firm and ensure that all laws, rules, codes and requirements of their professional body are fully implemented, monitored and maintained.
3.12. The Agent shall inform us in writing immediately if there is:
3.12.1. any change in Your authorisation or permitted business under the FCA or Your professional body;
3.12.2. a material change in Your management, ownership or control;
3.12.3. a material change in your trading name or style;
3.12.4. any petition presented or any resolution passed in respect of Your insolvency, or the appointment of any manager, administrator or receiver of any of Your assets;
3.12.5. an administration order made against You;
3.12.6. any arrangement made between You and any of Your creditors;
3.12.7. any bankruptcy proceedings issued against You;
3.12.8. commencement of any investigation or disciplinary action into Your business or staff by the FCA or Your professional body.
3.13. The Agent will comply with any reasonable request we may make for information, documents or access to Your premises or staff to assist with any investigation or request for information by the FCA or Your professional body.
3.14 The Agent shall ensure that it maintains such Professional Indemnity Insurance (PII) as is required by the FCA or Your professional body and as it decides is prudent to cover its activities
3.15 The Agent is not permitted under the terms of this agreement to act in a wholesale capacity and must only deal with clients directly.
3.16 The Agent shall, on our request, provide evidence of the existence of current, compliant PII to us.
3.17 The Agent shall maintain suitable records of policies pertaining to this agreement and will maintain these records for the minimum period prescribed by the current regulations or legislations that apply to that data.
3.18 The Agent, will allow Us, or our designated auditor, upon reasonable notice, access to their business premises, as well as any computer systems, CRMs, or paper files pertaining to this agreement for the purposes of audit, in order for Us to satisfy ourselves that the terms of this agreement are being maintained
3.19 If the Agent charges a fee specifically for the arrangement of Our products, this must be disclosed to Us and agreed in writing prior to the fee being charged.
4.1. Any quotations you provide to customers or prospective customers in respect of insurance policies to be arranged under this agreement shall be only in accordance with the relevant rating guide supplied by us or such other terms agreed between you and us.
4.2. We are not obliged to provide a quotation in respect of any insurance policy.
4.3. Nothing in this Agreement shall oblige us to accept any proposal for insurance or renewal of any existing policy if we at our sole discretion decline to do so.
5.1. The Agent shall not accept, cancel or terminate on our behalf, any insurance policy unless the Agent has the required permissions in place either via the FCA or Your Professional body as an exempt professional firm.
5.2. The Agent shall not act, or purport to act as an employee or partner of Insuristic Limited.
5.3. The agents shall in no way involve themselves in any claims handling processes other than notifying Insuristic Limited, SJL Insurance Services or the relevant insurer of a claim or potential claim unless the Agent has the required permissions in place.
5.4. No insurance policy, that is the subject of this agreement, shall be put on risk without our prior consent.
5.5. You shall in no way allow policies, which are subject of this agreement, to be sold via a third party. You must maintain contact with the end client at all times.
6.1. We will process all proposals promptly and issue documentation without delay;
6.2. Insuristic Limited will not use any information provided by The Agent for the purpose of direct selling, unless specific written instructions have been provided by the Agent to do so and the express permission of the insured has been obtained.
6.3. We shall remain fully authorised by the Financial Conduct Authority (FCA) and ensure that all laws, rules, codes and requirements of the FCA are fully implemented, monitored and maintained.
7.1. The Agent shall indemnify and keep indemnified Insuristic Limited against any and all losses, proceedings, lost profits, damages, awards, expenses, claims, costs (including increased administration costs and legal costs on a full indemnity basis) actions and any other losses and/or liabilities suffered by Insuristic Limited and arising from or due to any breach of this Agreement and/or breach of statutory duty by the Agent.
8.1. We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £2,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover that we have been able to arrange on a commercial basis for our business. If this does not meet your requirements, please ensure that you have in place your own insurance for any shortfall or excess loss.
8.2. Nothing in this terms of business agreement limits any liability which cannot legally be limited, including liability for:
8.2.1. death or personal injury caused by negligence;
8.2.2. fraud or fraudulent misrepresentations; and
8.2.3. breach of the terms implied by Section 2 of the Supply of Goods Services Act 1982 (title and quiet possession).
8.3. Subject to 8.2 we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence, breach of statutory or otherwise) arising under or in connection with the provision of our services pursuant to this terms of business agreement for:
8.3.1. any loss of profits, sales, business or revenue;
8.3.2. loss of business opportunities;
8.3.3. loss of anticipated savings;
8.3.4. loss of goodwill; or
8.3.5. any indirect or consequential loss.
8.4. Subject to 8.2 our total liability to you in respect of all other losses arising under or in connection with our provision of services pursuant to this terms of business agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the higher of:
8.4.1. the amount of commission payable to you pursuant to this agreement; and
8.4.2. the amount actually received by us as a result of a claim made by us pursuant to our insurance in respect of such breach.
9.1. The Agent shall not cause any action, which may damage Our, or our insurers intellectual property rights, brands, policies, trademarks, insurance documents or brochures.
9.2. Any advertisement or Financial Promotion in respect of any policy covered under this agreement must have prior written authority from Us, This includes any form of website, webpage or electronic trading facility.
9.3. The Agent must ensure compliance with all advertising or financial promotion regulations relating to non-investment insurance contracts as detailed by the FCA or any applicable UK legislation, or regulations, including, but not limited to the Advertising Standards Authority.
10.1. In respect of non-investment Insurance Business undertaken by You in accordance with this Agreement, If you wish You shall be entitled to be paid a commission calculated as a percentage agreed between us from time to time, of the premium exclusive of the Insurance Premium Tax and any other Taxes.
10.2. Commission falls due to You upon receipt of cleared funds from the client. If You receive partial payment of a premium, You may only deduct the commission that is proportionate to the premium received.
10.3. Both during and after the termination of this Agreement, You shall, within 7 days of the date of any Invoice or report (or such other period as is agreed between you and us) pay all sums due to us in respect of each insurance policy referred to in such Invoice or report, comprising:
10.3.1. Insurance Premium Tax and any other Taxes in full; and
10.3.2. Premium less commission calculated in accordance with clause 10.2.
10.4. Subject to any credit terms agreed between You and Us, which for the avoidance of doubt is deemed to be 7 days from the date stated on the invoice, unless payment is received by Us in accordance with clause 10.3, we reserve the right to cancel immediately any insurance policy for which payment has not been received. You shall be responsible to account to us for the relevant proportion of the premium and Insurance Premium Tax and any other Taxes in respect of any insurance policy, which has been on risk and for which You have been unable to collect the premium from the Customer. In such circumstances, we reserve the right to contact the Customer direct for the purpose of obtaining payment.
10.5. We reserve the right to charge You interest in respect of the late payment of any amount due from you to us pursuant to this Agreement at the rate of 2 percent over the base rate of Barclays Bank plc from time to time.
10.6. Both during and after the termination of this Agreement, if a premium or part of a premium is repaid to a Customer for any reason, You shall repay to us the proportionate part of your commission. Such repayment shall be made at the earlier of the time of the submission of the next Report following our repayment of such premium or part premium or 60 days from the date of such repayment.
10.7. Where You hold:-
(a) premium due to be paid to Us;
(b) return premium due to be paid to Your client,
You shall hold such monies as the agent of the client. You have no authority under this Agreement to permit any third-party, sub-agent, or Appointed Representative (as defined in the UK Regulator’s Handbook) to receive, hold, or pay any money on behalf of Us without Our consent.
10.9 Pending payment to Us, a third party or Your client (as
the case may be), You shall hold the monies described in clause 10.8 above within Your Client Monies account, which shall be a trust account, established and maintained in accordance with the relevant regulations. We hereby consent to such monies being co-mingled with the Firm’s other client monies. We further consent to Our rights with regard to monies held in Your Client Monies account being subordinated to those of Your clients, We further agree that any interest earned on the said account shall accrue to You
10.8. When you have made an instalment payment plan available to any Customer, you shall maintain in force all necessary licences including any required pursuant to the Consumer Credit Act 1974 or the FCA’s CONC Handbook.
10.10 For the avoidance of doubt, any handling or other charge in respect of any instalment or credit arrangement between You and Us shall not attract commission.
In this agreement, the following expressions shall have the following meanings.
Agreed Purposes: providing a quotation for a contract of insurance and, if requested, arranging for such contract to be put in force and arranging for payment of premiums by the data subject.
Controller, Data Controller, Processor, Data Processor, Data Subject, Personal Data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Data Protection Legislation: (i) the Data Protection Act 2018 (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation,
Permitted Recipients: The parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.
Shared Personal Data: the personal data to be shared between the parties pursuant to this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: email address, name, occupation, gender, bank details, payment information, criminal history, relevant medical information, details of previous claims, details of any previous refusals of insurance, credit history, details of any co-insured third party, details of the policies that clients hold.
11.1. This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
11.2. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, give grounds to the other party to terminate this agreement with immediate effect.
11.3. Particular obligations relating to data sharing. Each party shall:
11.3.1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
11.3.2. give full information to any Data Subject whose Personal Data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, Personal Data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
11.3.3. process the Shared Personal Data only for the Agreed Purposes;
11.3.4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
11.3.5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
11.3.6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
11.3.7. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
11.3.7.1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
11.3.7.2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
12.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12.1 is in addition to, and does relieve, remove or replace a parties obligations under the Data Protection Legislation.
12.2. Without prejudice to the generality of clause 12.1, You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Us for the duration and purposes of this agreement.
12.3. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
12.3.1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
12.3.2. promptly inform the other party about the receipt of any data subject access request;
12.3.3. provide the other party with reasonable assistance in complying with any data subject access request;
12.3.4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
12.3.5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
12.3.6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
12.3.7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
12.3.8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
12.3.9. maintain complete and accurate records and information to demonstrate its compliance with this clause 12.3 and allow for audits by the other party or the other party's designated auditor; and
12.3.10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
12.4. Without prejudice to the generality of clause 12.1 where We are acting as a Data Processor in relation to any personal Data we shall;
12.4.1. process that Personal Data only on the Your written instructions ;
12.4.2. ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data;
12.4.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
12.4.4. not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the conditions in clause 11.3.7 are fulfilled.
13.1. The Agent must have a complaints procedure in place, which complies with the requirements of the rules stipulated by either the FCA or the Firm’s professional body
13.2. The Agent must ensure that all complaints relating to the administration of policies are notified to Us immediately upon receipt. Complaints relating to the sale of polices should be dealt with by You.
13.3. Any breach of this agreement, or failure to comply with the rules of the FCA or the Firm’s professional body, negligence, or other failure to act with integrity, due care or diligence will be treated as a serious complaint by Us and you agree to assist in any investigation we may, at our discretion, choose to undertake.
14.1. Either you or we may terminate this Agreement by giving 60 days written notice to the other party’s registered business address.
14.2. Either you or we may terminate this Agreement immediately by notice in writing to the other:
14.2.1. where one party has reasonable grounds for suspecting fraud or dishonesty by the other or by the other’s employees, agents or independent contractors;
14.2.2. where one party reasonably holds the opinion that either, the regulatory status of the other party has changed, or that the other party is acting under this Agreement in such a way as to cause, or likely to cause, prejudice to the other, any Customer or potential Customer;
14.2.3. where one party is in breach of this Agreement and has failed to remedy such breach within 14 days of written request from the other;
14.2.4. where one party is in breach of this Agreement, such breach being incapable of remedy. For the purpose of this clause, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).interim order under Section 252 Insolvency Act 1986 or has a Bankruptcy Petition presented against it, or being a company, enters into voluntary or compulsory liquidation, has a receiver, administrator or administrative receiver appointed over all or any of its assets, or takes or suffers any similar action in any jurisdiction;
14.2.5. is convicted of a criminal offence other than a minor motoring offence;
14.2.6. where one party loses any authorisation or licence that it is required by law to possess to carry on business, including authorisation from the FCA or the Firm’s professional body.
14.3. It is the responsibility of The Agent to notify Us immediately in writing if any of the events detailed in section 14.2 should occur during the period of this agreement.
14.4. In the event that termination is caused by removal of your authorisation by the FCA, or your professional body, you must cease all insurance activity and we will deal directly with all Customers.
15.1. This Agreement is personal to you and us and may not be assigned or transferred to any other person, firm or company without the prior written consent of the other.
15.2. You may not sub-contract any of your rights or obligations pursuant to this Agreement without our prior written consent.
Nothing in this Agreement shall constitute a relationship of employee/employer, partnership or joint venture between You and Us.
17.1. This agreement sets out the entire agreement between the parties and supersedes all prior discussions between them or their advisors and all statements, representations, terms and conditions, warranties, guarantees, proposals, communications, and understandings whenever given and whether orally or in writing.
17.2. Nothing in the agreement overrides your obligation to treat your customers fairly or act in a manner contrary to the FCA’s Customer’s Best Interest Rule.
17.3. For the avoidance of doubt, nothing in this Agreement shall override any FCA Rules, any rules pursuant to the Firm’s professional body, or current legislation or regulation.
18.1. If any provision of this Agreement shall be found to be invalid or unenforceable, this shall not affect the remainder of this Agreement, which shall continue in full force and effect.
18.2. In respect of any provision found to be invalid or unenforceable, you and we shall attempt in good faith to agree a provision in substitution, which shall be valid and achieve as closely as possible the economic, legal and commercial objects of the invalid or unenforceable provision.
18.3. No single or partial exercise or failure or delay in exercising by us of any of our rights or remedies hereunder shall constitute a waiver by us of it, or impair or preclude any further exercise of that or any other right, power or remedy arising hereunder or otherwise.
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 of its provisions.
This Agreement shall be governed by and construed in accordance with English Law. Any dispute arising in connection herewith shall be determined in the English Courts unless you and we agree otherwise.
By using the Insuristic online portal, you are agreeing to the content of this Terms of Business Document.
Insuristic Limited is an Appointed Representative of SJL (Worcester) Ltd, who are authorised and regulated by the Financial Conduct Authority with the reference number 763599. This can be checked by visiting https://register.fca.org.uk/s/.
Registered Office: Unit 2, 262 Walsall Road, Cannock, England, WS11 0JL. Registered in England and Wales No: 13926650.
Insuristic is a registered trademark. ©Copyright 2023 Insuristic Limited. All Rights Reserved.
Please Note: Our broking team at SJL Insurance will need to talk to you to discuss your requirements. This is an advised service.
Please Note: Our broking team at SJL Insurance will need to talk to you to discuss your requirements. This is an advised service.
Please Note: Our broking team at SJL Insurance will need to talk to you to discuss your requirements. This is an advised service.
Please Note: Our broking team at SJL Insurance will need to talk to you to discuss your requirements. This is an advised service.
Please Note: Our broking team at SJL Insurance will need to talk to you to discuss your requirements. This is an advised service.
Please Note: Our broking team at SJL Insurance will need to talk to you to discuss your requirements. This is an advised service.