Standard Terms & Conditions

This Agreement sets out the nature and scope of the services Howden Insurance Brokers L.L.C (referred to herein as “Us,” “We”, “Our” or “Howden”) will be providing to You as Our client (referred to herein as “You”, “Your” or “Yourself”) and other information required by law or regulation.

References to “insurance” and “insurers” include “reinsurance” and “reinsurers” where applicable. We are required to issue to Our clients in advance of transacting business, the terms under which We do Our business with You. You should retain this document carefully as You may wish to refer to it again at a future date.

1. Introduction

About Us
Howden is authorized and regulated by the Central Bank of the UAE as an insurance broker under registration number 178.

Howden is part of Howden Broking Group Limited in the United Kingdom. In this Agreement, the Howden Group means Howden, its subsidiaries and/or associated companies from time to time. To the extent legally permissible, Howden may use offices in the Howden Group, when in Howden’s professional judgement those services are necessary or appropriate.

We are permitted and normally provide some, or all of the following services, on the terms set out in this Agreement:

• arranging insurance cover for You;
• advising You on Your insurance cover;
• assisting You with claims for the duration of Your insurance contract; and
• acting as an agent on Your behalf

Basis Of Agreement
The intention of this Agreement is to clearly and concisely establish the basis of Our relationship with You and the services that We will provide in respect of each insurance contract that We arrange or have arranged on Your behalf, unless there is a more specific written agreement between Us.

By instructing Us to act and regardless of (i) the means or method of instruction, and/or (ii) whether or not a policy of whatever kind is placed with Us, You will be deemed to have accepted the terms of this Agreement and to have requested to deal with Us in English unless We specifically agree with You otherwise.

This Agreement will supersede and replace any previous agreements containing the same or similar subject matter and may only be varied by written agreement between You and Us (unless superseded by future amended agreement issued by Howden and accepted by You).

We do not offer advice on tax, legal, accounting, regulatory or sanctions matters, and You should seek separate advice where You consider it necessary in relation to such matters.

We draw your attention specifically to the following sections:

• Obtaining Terms – sets out the basis upon which We will act as Your agent in relation to obtaining and presenting to You insurance quotations;
• Duty of Fair Presentation – sets out Your duty to make a fair presentation of the risk;
• Client Monies – sets out how We hold client money;
• Remuneration – sets out details of Our earnings;
• Limitation of Liability – sets out how We limit Our liability.

From time to time, it may be necessary for Us to amend or supersede these terms by new terms which will be communicated to You in writing. Please contact Us immediately if there is anything in this Agreement that You do not understand or with which You disagree.

Communication
We may communicate with each other by electronic mail, sometimes attaching further electronic data. By consenting to this method of communication We and You accept the inherent risks (including the security risks of interception of, or unauthorized access to, such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices).

Notwithstanding that We and You have reasonable virus checking procedures on Our system, You will be responsible for virus checking all electronic communications sent to You. You will also be responsible for checking that the messages received are complete. In the event of a dispute, the records maintained in the Howden’ system shall be deemed definitive in respect of electronic communications and documentation passing between Us.

2. Our Services

Treating You fairly
We always aim to treat You fairly. This means that We will always endeavour to:

• conduct Our business with due skill, care and integrity;
• not to put Ourselves in a position where Our duty to You is compromised;
• deal with any complaint sympathetically and independently;
• be transparent in the matter of Our remuneration; and
• respect Your confidentiality.

Independent Advice
As an independent insurance intermediary, We act as Your agent. We will not deliberately put Ourselves in a position where Our interests, or Our duty to another party, prevent Us from discharging Our duty to clients.  Howden maintains internal procedures and controls to identify and manage any potential conflicts, so that at all times the interests of all Howden’s clients are reasonably protected.

In the event that Our interests’ conflict with a duty We owe to You, We shall refrain from taking any action until We have received Your informed consent to Our intended course of action.

Obtaining Terms
Howden will act as Your insurance broker.  We look to establish a proper understanding of your insurance requirements including the scope of cover, limits sought, cost of cover and choice of insurers. We will keep You informed about Our progress and identify where We are unable to meet Your requirements.

We will provide You with the information You need to make a decision about the insurance cover available. However, all decisions regarding the amount (including sums insured), type or terms of insurance covers and contract limits shall be Your sole responsibility. While Howden may provide advice and recommendations, You must decide on the specific coverage that is appropriate for Your particular circumstances and financial position. You must let Us know in writing if You would like to increase or modify Your insurance cover in any way.

Howden does not assume any liability for the effectiveness or completeness of Your existing insurance program (if any) or any insurance policies placed by You directly or by another insurance broker or for any acts or omissions occurring prior to the date of commencement of Howden’s engagement.

Unless specifically agreed in writing, We are not responsible for and will not review insurance policies We did not place for You or other work done before We became Your insurance broker.

Provision of Documentation

We will provide You with written documentation once We have completed Your insurance(s). This will be the evidence of insurance We have arranged, and which may take the form of an insurer document, cover note or a broker insurance document which provides confirmation of the terms of the insurance contract We have arranged, and where applicable a schedule of insurer(s) with whom the risk has been placed. As more fully described below, it is Your responsibility promptly to check this and notify Us if it does not meet Your requirements.

Any paper documents that You may provide to Us will be treated as copy documents. Such documents may ultimately be destroyed by Us in accordance with Our documentation retention policy. Please let us know if You require any further information.

Any original placing slip evidencing insurance placed by Us on Your behalf shall belong to Us.

Debit Note 

Our debit note (or equivalent document) will show the premium, and, where relevant, any insurance premium tax, Value-added tax (VAT), other taxes, duty or other charge which needs to be remitted to the appropriate authorities by insurers, or which is allowed by insurers to be deducted from the premium payable. If a tax, duty or other charge becomes payable as a result of the insurance contract and is in excess of the gross premium or allowed to be deducted by You from the premium payable, it is Your responsibility to ensure that it is remitted to the appropriate authorities(s), unless otherwise stated in Our debit note.  For all tax related information, You should refer to the insurer’s invoice; Our debit note will merely notify You of the payable amount.

Midterm Amendments and Adjustments

Any changes to Your circumstances that could impact Your insurance needs or ability to comply with the terms of Your insurance policy must be raised with Us promptly and We request that any amendments to the insurance contract be communicated to Us in writing. We will then use Our best endeavours to get insurer’s agreement to these changes and We will confirm this back to You, including any additional or return premium attributable to the changes, by way of an addendum or endorsement.

Claims Notification

You must notify Us as soon as possible of any loss, claim or circumstance which falls within the notification provisions of Your insurance contract. Failure to notify insurer(s) promptly may entitle them to reject Your claim. In presenting a claim it is Your responsibility to disclose all facts which are material to the claim.

Claims Procedures

Unless otherwise instructed, We will act as Your representative in negotiations with insurers and will endeavour to ensure prompt and equitable settlement of all valid claims.

We will provide a claims broking services for You as long as You remain Our client. However, if You cease to be Our client but request Us to continue to service any claim(s) on Your behalf, We reserve the right, subject to applicable laws and regulations, to change a specified fee to You for such claims broking services.

Market Security

The insurers We use are regulated by the Central Bank of the UAE and required to hold adequate capital resources.  We assess insurers and markets with whom We place business, using public information including that produced by recognised rating agencies. We will draw to your attention the lack of published financial rating or inadequately rated insurers however We do not, guarantee or otherwise warrant the solvency of any insurer or market used for Your requirements. The decision regarding suitability of any insurer or market rests solely with You. If You have any concerns, regarding any insurer chosen for Your insurance requirements You must advise Us as soon as possible and We will discuss them with You. If a participating insurer becomes insolvent, You may still be liable to pay the premium, whether in full or pro-rata. We deny any liability in the event of the insurer becoming insolvent.

Incorrect Premium Calculation

Howden makes every effort to correctly determine the premium and (if applicable) statutory charges that apply to Your insurance. However, occasionally errors can occur, for example, where We make an unintentional error or because a third party advises Us of the wrong amount. Please note that We retain the right to correct any such error and You agree, to the extent permitted by law, not to hold Howden responsible for any loss You may suffer as a result of the error and its correction.

3. Your Responsibilites

Provision of Instructions, Information and Completion of Any Required Form

To enable Us to fulfil Your instructions, You must provide Us with the information necessary regarding Your insurance contract so that We can understand Your requirements. Certain classes of insurance require the completion of a proposal form, questionnaire, or equivalent document. You must complete such documents accurately. Whilst We may give guidance regarding the completion of these documents, We cannot sign these documents for You.

Duty of Fair Representation

An insurance contract is one of the utmost good faith. You owe a legal duty to make a fair presentation of the risk to the insurer. You had a duty to disclose to the insurer every material circumstance which You know or ought to know after a reasonable search or which is sufficient to put the insurer on notice that it needs to make further enquiries for the purpose of revealing those material circumstances. In addition, You have a duty to disclose information in a clear and accessible manner.

This duty of disclosure applies before the start of cover, when all material information must be disclosed to insurers to enable terms to be negotiated and cover arranged. This is not limited to answering specific questions that may be asked. Any material changes which may occur or come to light after a quotation has been given must also be notified to Us and Your insurers. You should not rely on casual observation of any material aspect of the risk by Us or any other third party as satisfying Your obligation to disclose material matters concerning Your cover.

A circumstance is material if it would influence a prudent insurer’s judgment in determining whether to underwrite the risk and, if so, on what terms.

Failure to disclose a material circumstance may entitle an insurer to:

• In some circumstances, avoid the policy from the inception and in this event any claims under the policy would not be paid;
• Impose different terms on Your cover; and/or
• Proportionately reduce the amount of any claim payable.

This duty applies:

• Before Your cover is placed;
• When it is renewed, and
• At anytime that it is varied.

Your policy wording may also provide that this duty continues for the duration of the policy.

You should contact Us immediately for assistance if You are unsure whether information may be material, or if it comes to Your attention that You may not have disclosed full and accurate information.

Check Documentation and Acceptance of Coverage

It is Your responsibility to check the documentation We send You in relation to each insurance contract and satisfy Yourself that it is entirely in accordance with Your understanding and instructions. You should advise Us promptly of any incorrect points or changes required. Otherwise, We will assume that the documentation and insurance contract satisfy Your requirements.

We can only agree to bind an insurance contract on Your behalf upon receipt of formal written instructions from You.

It is important that You keep Your insurance documents safe.

Warranties and Subjectivities

It is important that You are clear and understand all the terms of any insurance contract that We provide to You. It is also important that You treat all warranties seriously and comply strictly with them. Failure to do so may entitle the insurer to decline a claim under the policy. If You have any doubts or reservations, You should tell Us.

A subjectivity in Your insurance contract may lead to the contract being invalidated or coverage prejudiced if the subjectivity remains outstanding. It is very important that You promptly satisfy any subjectivity so that it can be removed.

Payment Terms

In order for Us to meet an insurer’s premium payment terms, You agree to pay and settle premiums to Us or directly to insurers (depending on the local requirements) by the payment date(s) specified in Our debit note or any other relevant document.

We draw particular attention to the premium payment warranty under the policy, which is mandatory to be complied with. If You believe that You will not be able to meet any such terms, warranties or conditions, You should notify Us immediately.

Should You fail to pay the premium or any instalments of it in full and cleared funds in the invoiced currency by the due date, the insurance contract may be cancelled by Us or by insurers in accordance with any cancellation clause in the policy.

Where applicable, any other party with an interest in the insurance contract will be advised of any non-payment of premium and given the opportunity to pay the outstanding amounts.

We are not under any obligation to settle the premium by the payment date(s) to insurer(s) on Your behalf until We have received cleared funds from You by the relevant due date.

Currency

When conducting Your business, We may have to convert funds to another currency in order to settle amounts due to insurers. If a repayment of funds is due to You or is requested by You after conversion, then any such repayment will be made in the currency to which the funds have been converted. Any shortfall arising from exchange differences remains Your liability (including any charges that We have may to incur in remitting the funds back to You).

If You pay a premium in a different currency or to a bank account in a different currency from that requested, We may, at Our discretion, either return the funds to You or convert the money to the required currency. In the latter case, the converted funds will be applied against the amount due with any shortfall arising from exchange differences remaining Your liability.

Payment Verification of Our Bank Details

For new clients, on the first occasion that We provide You with Our bank account details, We will provide You with the contact details of the person(s) to contact to verify the bank account details and You must take reasonable steps to validate and confirm that Our bank account details are correct before making a payment.

For existing clients, in the event that We change Our bank details:

• These will only be ever advised to You in a letter signed by Our Chief Financial Officer;
• We will provide You with the contact details of the person(s) to contact to verify the changed details; and
• We will use Our best endeavours to provide You with the new bank details not less than Three weeks’ notice of the change.

If You receive new bank account details from Us, or someone purporting to be Us, that does not follow the process outlined above, You should treat that communication as suspicious and immediately contact Us to re-confirm the correct bank account details. We will have no liability for any losses You may suffer if You fail to appropriately verify Our bank account details as outlined above.

4. Complaints

We strive to do everything to ensure that You receive the best possible service. However, if You wish to make a complaint about Our service You may do so by contacting any of Our employees by whatever means is convenient to You. Alternatively, You can direct Your complaint to Our compliance team by emailing: [email protected].

We will acknowledge receipt of Your complaint in writing within 5 working days upon receipt of Your complaint and give You a response to Your complaint at this time if We can. If We are unable to respond to You within this period of time, We will provide You with our complaints procedure as well as further details as to when We will likely be in a position to respond.

5. Confidentiality and Data Protection

We will keep all information received from You confidential and use it solely for the purpose of performing the services under this Agreement. However, Our confidentiality obligation does not apply:

• where You have given permission for Us to disclose the information;
• where disclosure is required to satisfy legal obligations or regulatory requirements;
•  where disclosure is reasonably required to carry out the services (for example providing information to current or prospective (re)insurers);
• where such information is in the public domain; or
• where the information is lawfully in Our possession at the time it is communicated to Us.

We will put in place such arrangements as we see fit in order to ensure that the confidentiality of the information is maintained.

This is a summary of how We use Your information, including where this information contains personal data and/or special categories of personal data such as information related to the physical or mental health of an individual. To the extent that we process personal data in connection with this Agreement, We shall generally do so as a controller in Our own right. For certain ad-hoc services, and where You are an organization, We may act as Your processor, in which case We will enter into a separate agreement with You to enable us to comply with applicable Data Protection Law. Further information on how and why We collect and use personal data can be found in Our website at https://www.howdengroup.com/ae-en. Our Privacy Policy also explains what rights are available to individuals and how those rights can be enforced.

Your Obligations

Where You provide Us with the personal data of individuals, for example Your employees, officers, clients, dependants or other third-party individuals, You shall be responsible for ensuring that You have a lawful basis for sharing this information with Us, and that You provide these individuals with a copy of Our Privacy Policy.

Our Obligations

We shall comply with applicable Data Protection Law whenever We are processing information that contains personal data, and We have policies and procedures in place to protect and manage that information. We shall treat all such information as confidential, and We shall ensure that personal data is processed lawfully, fairly, transparently and in compliance with Data Protection Law.

Data Sharing

In order to deliver the services described in this Agreement, We may need to disclose Your information to a range of third parties for the purposes of obtaining (re)insurance or employee benefit quotations as applicable, arranging, placing or administering cover for You, or providing any other related services. These third parties may include, where applicable, (re)insurers, other intermediaries, risk management assessors, uninsured loss recovery agencies, service providers, industry regulators, anti-fraud organisations, credit reference agencies, premium finance providers, auditors and other third parties involved directly or indirectly in Our provision of services to You.

Many of these third parties receive and process personal data as controllers in their own right and are therefore independently responsible for the processing they undertake, but where a third party receives personal data as Our processor, We shall ensure that We satisfy the applicable requirements under applicable Data Protection Law. Where We agree to make a third-party platform or portal available to You, We retain responsibility for any personal data collected through that channel.

We may also make Your information available to other Howden Group companies whom support Us in providing Our services to You. They may use this information for statistical analysis, business reporting or for external business development purposes for which they may receive remuneration, such as providing market insight to (re)insurers on a confidential basis. We and they will only disclose personal data to third parties outside of the Howden Group in accordance with the Data Protection Law, or in an anonymized and/or aggregated format where necessary to support the purposes stated above.

International Transfers

Where such disclosures necessitate transfers of personal data to third party recipients outside of the UAE, We will ensure that personal data is protected as required by Data Protection Law. This may include adopting permitted transfer mechanism. In the event that the third party’s recipient is based in a country or jurisdiction that has not received an adequacy decision under Data Protection Law.

Call Monitoring

Please note that the telephone calls may be recorded and monitored for training, quality assurance, complaint-handling and other internal investigation purposes.

Definitions

“Data Protection Law” means the (i) UAE Federal Decree-Law No. 45/2021 on the Protection of Personal Data as amended or replaced from time to time and (ii) the UK GDPR (which merges the Data Protection Act. 2018 and the UK’s retained sections of the General Data Protection Regulation (regulation (EU) 2016/679) (“GDPR”); and any amended or successor legislation to the UK GDPR that apply to the processing of Personal Data under this Agreement.

References to “Controller”, “Processor”, “Personal Data”, “Processing” and “Special Category Data” shall have the same meaning given to them under Data Protection Law.

6.Client Money

Client money is any money that We receive and hold in the course of arranging or administering insurance on Your behalf, or which We treat as client money in accordance with the relevant regulations in the UAE concerning client money and regulations of escrow account for funds and premiums for insurance companies.

7. Remuneration 

Our usual remuneration is either by way of brokerage (also known as commission), being a percentage of the premium charged by insurer in respect of the insurance contract arranged by Us, or (where permissible under applicable laws), a fee which is agreed in advance with You for the services provided by Us, or with Your agreement a combination of both. Our remuneration is fully earned upon the inception of the insurance contract and, in the event that the insurance is cancelled or is terminated after the inception for whatever reason, or if Our appointment is terminated for any reason, We reserve the right to retain/recover the remuneration We have earned.

 8. Termination

Either party may terminate this Agreement at anytime by providing 30 days’ written notice. In the event that Our services are terminated by You, We will be entitled to receive any remuneration earned or payable at that date. This Agreement will terminate immediately if either party:

• commits a material breach of this Agreement; or
• ceases to trade or threatens to cease to trade; or
• becomes insolvent or is subject to any administration, receivership, winding up or similar procedure.

We reserve the right not to continue or to provide any services to You, including claims handling, after the date of termination of this Agreement in the absence of a specific written agreement between Us.

9. Financial Crime

The Howden Group is required to act in accordance with the laws, regulations and requests of regulatory authorities operating in various jurisdictions which relate amongst other things, to the prevention of money laundering, terrorist financing and the provision of financial services to any persons or entities that might be subject to sanctions. We are obliged to conduct reasonable due diligence to protect Us and Our clients against the risk of financial crime. At the start and throughout our relationship, We will require You to provide evidence to assist Us in verifying Your identity and/or legitimacy or any transactions We conduct on Your behalf. We may also take reasonable steps to verify any payment details You provide to Us.

Howden may take actions at the request of regulatory authorities and other companies, within the Howden Group of companies, and these actions may include delaying or rejecting Your requests.

To prevent or detect theft and fraud and to assist in verifying identity, We and the insurers may exchange information with members of the Howden Group of companies globally and make searches of records held at fraud prevention agencies who will supply this information. We and the insurers may also pass information to financial and other organisations involved in fraud prevention.

Howden is unable to provide insurance or reinsurance broking, risk consulting, claims or other services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Howden or the Howden Group to any sanction, prohibition or restriction under the UN Security Council Resolutions, U.S Department of Treasury’s Office of Foreign Assets Control, the European Union and Member States, Her Majesty’s Treasury,  or under other trade or economic sanctions, laws or regulations across the world (collectively referred to herein as “Sanctions”), nor shall We provide services to any client that is located, organised or resident in a country or territory that is the subject of comprehensive country Sanctions, as may be adopted and enforced from time to time.

We will also be unable to provide brokerage services to any individuals and/or entities within any country or territory which is the subject of any targeted or transactional country Sanctions, which may be adopted and enforced from time to time. The insurer may not be deemed to provide cover and may not be liable to pay any claim or provide any benefit under Your insurance contract insofar as the provision of such cover, payment or claim may expose the insurer or its related companies to any prohibition or restriction under the Sanctions.

If Sanctions apply, We shall not be able to process already notified claims and Your insurers may terminate Your insurance contract, and not pay any notified claims. If You become subject to Sanctions after the entry into force of this Agreement, We may have to terminate our relationship and Your insurer may invoke the cancellation rights under Your insurance contract. The parties to this Agreement shall notify each other immediately of any suspicion of exposure to Sanctions.

10. Limitation of Liability

The maximum aggregate liability of Howden and any other member of the Howden Group relating to or arising out of the services provided under this Agreement and any other agreement relating to the provision of Howden’s services to You shall be limited to the amount of AED 100,000.

This limitation applies to all causes of action including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.

In no event will Howden or any member of the Howden Group be liable for any special, indirect, incidental or consequential or punitive damages or for any lost profits or other economic loss relating to, arising out of or in connection with this Agreement or the services provided under it.

This clause will not apply to any liability which cannot lawfully be excluded or limited.

You accept that Howden has an interest in limiting the exposure of its directors, employees, consultants and affiliates to litigation, and agree that You will not bring, or assist in bringing, any claim against any of Howden’s affiliates, or personally against any of Howden’s individual directors, employees or consultants, in connection with the performance of the services under this Agreement. The provisions of this clause are intended to be for the benefit of such directors, employees, consultants and affiliates who shall have the right to rely on and enforce these terms.

11. Force Majeure

We are not liable for failure or delay where it is due to causes outside our reasonable control.

Document Retention

Howden may retain documents for business effected on Your behalf in electronic form or paper in accordance with its document retention policy in effect from time to time. Thereafter We may destroy documents without further reference to You. In relation to certain classes of insurance, it is possible for claims to be made long after the policy has expired. It is therefore important that You keep Your policy documentation safely for such time as You may be able to make a claim under the policy.

12. Third Party Rights

Other than where it is contemplated elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under or in connection with it.

13. Jurisdiction and Choice of Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the Laws of Dubai, UAE.

We both irrevocably agree that the courts of Dubai, UAE shall have exclusive jurisdiction to settle any dispute or claim that arise out of or in connection with this Agreement or its subject matter.