Commercial Client Agreement - 2023

1. Introduction

This Agreement is between you and Howden Insurance Brokers Limited (“we”, “us”, “our”), a subsidiary of Howden Broking Group Limited, which is part of the Howden Group, whose registered office is at One Creechurch Place, London, EC3A 5AF. We also trade under the names listed within Schedule 1.

About us

Howden Insurance Brokers Limited is an independent Lloyd’s of London insurance broker, authorised and regulated by the Financial Conduct Authority (“FCA”). Our FCA Firm Reference Number is 309639. These details can be checked on the Financial Services Register by visiting https://register.fca.org.uk or bycontacting the FCA on 0800 111 6768.

We are also licensed by the Guernsey Financial Services Commission (“GFSC”), ref number 2266880, as an Insurance Intermediary under the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law 2002 and regulated by the Jersey Financial Services Commission (“JFSC”), ref number GIMB0235, as an Insurance Intermediary under the Financial Services (Jersey) Law 1998. You can check these registrations on the GFSC register: https://www.gfsc.gg/commission/regulatedentities or JFSC Registry: https://www.jerseyfsc.org/insurance/generalinsurance-mediation/regulated-entities

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.

The Howden Group has subsidiaries, which operate as Managing General Agents, which act as agent of insurers for the purposes of underwriting and binding insurance risks. In some cases and where appropriate, we may present to you insurance policy terms and conditions from these Howden Group entities. Where we do so, we will inform you when we provide you with a quotation.

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.

If after receiving this Agreement you instruct us to act on your behalf, we will take this as being your informed consent to you being bound to the terms set out in this Agreement in relation to any services provided to you, by us, on and after that date, and supersedes any previous Agreement that may have been sent to you by us or on our behalf.

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.

Please note that references to “insurance” and “insurers” in this Agreement include “reinsurance” and “reinsurers”.

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

If you communicate with us via electronic means, including e-mail, we shall take this as your consent to receiving all information from us using the same communication method. However, upon your request, we will be happy to provide you with any information we have provided to you, in paper format.

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 are subject to the law of agency, which imposes various duties on us. However, in certain circumstances we may act for and owe duties of care to other parties. We will advise you when these circumstances occur, so you will be aware of any possible conflict of interest. Some insurers may delegate authority to us to underwrite, bind and administer an insurance contract on their behalf, including handling and processing claim payments. We will notify you if your insurance contract is placed under a delegated authority, as when conducting these activities we will also be acting on behalf of insurers and not solely as your independent agent.

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

Before commencing negotiations with insurers, we look to establish a proper understanding of your insurance requirements. We will advise on appropriate insurances available to meet your requirements and the relative merits of a single insurer or a multiple insurer placement. We seek to negotiate and secure competitive indications and quotations for insurance, which provide a level of coverage, which, in our opinion, is suitable for you. Where we are unable to meet your requirements we will advise you.

Our search for insurance to meet your requirements may vary depending on the nature of your requirements and our knowledge and experience of the insurance market, which may mean that we approach:

• a single insurer only;

• a range of insurers;

• a number of insurers to participate collectively in insuring the risk

presented to them;

• a Howden Group Managing General Agent (MGA), who holds a

delegated authority from certain insurers to quote and bind cover on

their behalf and is remunerated by insurers for its services. If we

have provided terms from a Howden Group MGA for your

consideration, it is identified in your quotation and/or policy

documentation, as are the details of the insurers on whose behalf

the MGA is acting;

• our own delegated authority arrangements, whereby insurers have

granted us authority to act on their behalf, which may include

underwriting the insurance risk presented and binding them to

cover.

Details of the approach we undertake and a list of insurers we select from or deal with in relation to any insurance contract or product we offer or arrange is available to you on request.

Provision of documentation

We will provide you with written confirmation 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 (such as a copy of the Market Reform Contract or a formal policy document or certificate), 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 provide to us will be treated as copy documents. Such documents may ultimately be destroyed by us in accordance with our document 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, any fee due to us and, where relevant, any insurance premium tax, 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 authority(ies), unless otherwise stated in our debit note.

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 insurers’ agreement to these changes and will confirm this back to you, including any additional or return premium attributable to the changes, by way of an addendum or endorsement.

Claims notifications

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. You should not admit liability or agree to any course of action, other than emergency measures carried out to minimise the loss, or in the interests of health and safety, until you have obtained agreement from your insurer.

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.

However, where we have been granted authority by an insurer to negotiate and settle claims under a delegated authority, we will act on behalf of the insurer. We will make you aware of any claims that will be dealt with by us in this capacity, rather than as your agent.

You should be aware that we may perform a limited service for insurer(s) by relaying instructions, disseminating reports and collecting fees or other disbursements, for insurer(s)’ advisors (e.g. surveyors, adjusters and lawyers) where we consider this does not create a conflict of interest. If we consider a conflict of interest may arise, we will refrain from performing any (further) services for insurer(s), unless you otherwise agree in writing.

In the event that an insurer delays making settlement of a claim for any reason, we do not accept liability to pay such amounts, until and unless the insurer has paid the claim to us in cleared funds.

We will provide a claims broking service 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 to charge a specified fee to you for such claims broking services.

Solvency of insurers

We check the financial strength ratings provided by specialist agencies for each participating insurer (where available) and rely on the participating insurer’s regulatory status within their home jurisdiction. We will only arrange insurance with insurer(s) who have been approved in line with the procedures agreed by our Security Committee.

In some instances, depending on an insurer’s financial strength rating, as set by the specialist agencies, we may seek your specific approval for your risk to be placed with that insurer. Whilst we rely on established rating agencies and use all reasonable endeavours to review information regarding insurers, solvency of an insurer(s) cannot be and is not guaranteed.

We do not accept any and you agree that we shall not have any liability to you for any unpaid amounts in respect of claims or return premiums due to you from a participating insurer who becomes insolvent or delays settlement.

Howden Group companies and other intermediaries

Where we consider it appropriate we may engage the services of another intermediary (including other subsidiary and associated companies of the Howden Group) to act as our agent and assist us in the placement of your 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. Please note that these intermediaries may be remunerated separately to us, such as by a fee (agreed by you or us) or by way of commission from insurers.

3. Your Responsibilities

Provisions of instructions, information and completion of any required form

To enable us to fulfill 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 thecompletion of these documents, we cannot sign these documents for you.

Duty of fair presentation

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 have 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.

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 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 any time 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 have not 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 are aware that you are in breach of a warranty, you should keep a record of when the breach occurred and when the breach was remedied. You should always remedy a breach as quickly as possible. If the breach is not capable of remedy, you should tell us as soon as possible. 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 by the payment date(s) specified in our debit note or any other relevant document.

In certain circumstances, insurer(s) will stipulate special premium payment terms, warranties or conditions which, if not met, may affect the validity of the insurance contract. We will advise you when these circumstances arise. 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.

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 methods

Insurance premiums should be settled on an individual debit note or credit note basis. We will issue Statements of Account periodically, if there are monies due to be paid by you.

All payments should be made to us in the currency as indicated on the debit note or statement and wherever possible, by electronic transfer to the bank account details advised to you.

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 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 details are correct before making any payment.

For existing clients, in the event that we change our bank details:

• these will only ever be advised to you in a letter signed by our

Chief Financial Officer;

• we will provide you with contact details of the person(s) to contact

to verify the changed details; and

• we will use our best endeavours to provide you with not less than

four weeks’ notice of the change.

If you ever 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.

Third Party

You may authorise a third party to instruct us with regard to the purchase of your insurance. The third party is acting as your agent and we may wish to satisfy ourselves at the outset that they are authorised to act in this capacity but we are under no obligation to do so.

We will act on all instructions received from your agent as if we were dealing with you directly and will continue doing so until you notify us in writing to the contrary. It is your responsibility to ensure that any instructions given to us by your agent are correct and to notify us of any limitations in respect of your agent’s authority.

We will not be responsible for:

• checking that your agent has accurately passed on your

instructions;

• any exposure arising from inaccurate information submitted by your

agent to either us or an insurer; and

• checking that your agent has your continuing authority to instruct us

on your behalf.

United States direct procurement (as applicable)

In the event that you present any placement of a US domiciled entity or risk to us as being directly procured, you warrant that it is a lawful placement under any applicable US state direct procurement laws. A lawful placement is a placement where the underwriting of the risk by the insurer(s) and the involvement of any local and out of state intermediary or consultant in the placement process complies with all applicable laws and regulations governing the transaction.

If it is not a lawful placement, then you agree that you expressly release us from any liability arising out of the placement and that you will indemnify us for any damage, expense or fines we may sustain or incur.

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 at the address set out at the beginning of this Agreement, or by emailing: [email protected]

We will acknowledge receipt of your complaint in writing within 5 working days and give you our 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, (which is available on our website and on request) as well as further details as to when we will likely be in a position to respond.

If we cannot settle your complaint to your satisfaction, you may be eligible to refer your complaint to the Financial Ombudsman Service (“FOS”) or for policyholders located in Guernsey or Jersey, the Channel Islands Financial Ombudsman (“CIFO”).

The FOS is an independent and free to access service in the UK for settling disputes between eligible complainants and businesses providing financial services. You can find more information on the FOS at www.financial-ombudsman.org.uk.

For clients based in the Channel Islands, the CIFO is an independent and free to access service in the Channel Islands for settling disputes between eligible complainants and businesses providing financial services. You can find more information on the CIFO at www.ci-fo.org. For policyholders located in Guernsey, if we have not provided you with a final response within three months of becoming aware of your complaint, we shall inform the GFSC and remind you of your rights to also inform the GFSC directly of your complaint.

5. Confidentiality and Data Protection

Summary

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 organisation, we may act as your processor, in which case we will enter into a separate agreement with you to enable us to comply with Data Protection Law. Further information about how and why we collect and use personal data can be found in our Privacy Notice, which can be accessed through our website at www.howdengroup.com/uk-en or we can provide this to you on request. Our Privacy Notice 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, dependents 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 Notice.

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 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 Data Protection Law, or in an anonymised 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 UK, we will ensure that personal data is protected as required by Data Protection law. This may include adopting the UK’s International Data Transfer Agreement (“IDTA”), or other permitted transfer mechanism, in the event that the third party recipient is based in a country or jurisdiction that has not received an adequacy decision under Data Protection Law.

Call Monitoring

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

Definitions

“Data Protection Law” means 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

References to “"Controller", “Processor”, "Personal Data", “Processing” and “Special Category Data” shall have the meanings 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 FCA Client Assets sourcebook (CASS). Such monies shall include:

• premiums paid by you to us for onward payment to insurers; and

• premium refunds and claims paid to us by insurers, for onward

payment to you.

Non-Statutory Trust Account (Client Account)

We provide protection for your money by holding all client money in a Non-Statutory Trust Client Money Account (Client Account), with one or more FCA approved bank(s).

This money is segregated from our own money and CASS requires us to maintain the solvency of the Client Account and conduct regular reconciliations. In the unlikely event of our failure, client money is available to clients ahead of other creditors.

Under CASS, money held in the Client Account may be used for the payment of premium or claims for another client before their monies are received, but increased controls are maintained where this occurs. We are not entitled to use client money to pay our fees or commission before we receive the relevant premium from you.

In the event that we elect to fund premium on your behalf, you acknowledge that any funded amount, whether arising as a result of a payment by us or a deduction by you from amounts payable to us, is to be refunded to us immediately, and that for the duration of any funding, such funded amounts are not considered to be a gift from us. We reserve the right to charge interest on any such funded items from the date the funding commenced to the date of payment.

Risk transfer

In some instances, we may have agreed in writing with an insurer to receive insurance monies as their agent under a risk transfer arrangement. In such cases, this means that where:

• you have paid premium to us, it is deemed to have been paid and

received by the insurer, even if we fail to forward it to the insurer; or

• the insurer has paid premium refunds of claims to us for onward

payment to you, the insurer remains liable to you for those monies,

until you have received them.

In all such cases where we have entered into a risk transfer arrangement with insurers, in accordance with CASS, they have consented to their monies being co-mingled and held in our Client Account, which means those monies are also afforded the protection associated with that account.

Segregation of designated investments

Whilst we pay client money into a Client Account, we may arrange to invest this in a segregated designated investment, as permitted under CASS. If we do this, we will be responsible for meeting any shortfall that is attributable to falls in the market value of thatdesignated investment.

Interest on client money

We may earn interest on cash amounts held and may benefit from foreign exchange differentials and returns on segregated designated investments. As permitted by CASS, you agree that any such interest or investment returns shall belong to us and we shall not be required to account for it to you.

Payment to third parties

We may transfer client money to another person, such as another broker or settlement agent, for the purpose of effecting a transaction on your behalf. Where we act as agent of an insurer for the purposes of holding or receiving claim payments or returning premiums, we will remit them to such parties as the insurer directs us to pay. We may otherwise only pay client money to you or your duly authorised representative if we have your specific instruction or consent. Where an intermediary or settlement agent is outside the UK, the legal and regulatory regime applying to the intermediary or settlement agent will be different from that applicable in the UK and, in the event of a failure of the intermediary or settlement agent, the client money may be treated differently than if the client money was held by a broker or settlement agent in the UK.

Where you do not wish your money to be passed to a particular bank, intermediary or jurisdiction, you should tell us.

7. Remuneration

Our usual remuneration is either by way of brokerage (also known as commission), being a percentage of the premium charged by insurers in respect of the insurance contract arranged by us, or 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 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.

We may sometimes act as a reinsurance broker to an insurer to arrange reinsurance for the insurer directly involved with your insurance. This placement is subject to a separate and distinct contract with its own terms and conditions, including separate remuneration terms.

In addition to brokerage or fee, we may be remunerated, by the payment of profit commissions, profit shares, service fees and commissions by insurers in respect of a specified portfolio of business, usually placed under a delegated authority.

Where we introduce you to our preferred premium finance company, we receive additional remuneration for the administration services we provide for the premium finance company. Youremain free to make your own choice of premium finance provider.

If we introduce you to another intermediary to access an insurance product for you, we may receive a proportion of the brokerage received by the other intermediary and payable by insurers to them, out of the premium which you pay.

We may introduce you to a third party service provider and, in doing so, we may receive a proportion of the fee you pay to them, in recognition of the role we have undertaken in effecting the introduction. You will not be obliged to use the services of the third party service provider.

We are committed to ensuring that our remuneration and payments we may make to third parties are transparent and so, at your request, we will fully disclose our remuneration, including any income additional to the brokerage or fee.

8. Termination

Either party may terminate this Agreement at any time 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, including by set-off or otherwise.

Remuneration earned or payable to us at that date shall include brokerage due or to become due on further instalments of premium and any further instalments of fees which were to become payable.

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 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

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 of any transactions we conduct on your behalf. We may also take reasonable steps to verify any payment details you provide to us.

Neither party shall be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any applicable anti-bribery laws including the Bribery Act 2010, the Prevention of Corruption (Bailiwick of Guernsey Law) 2003 and Corruption (Jersey) Law 2006. Both parties shall also maintain their own policies and procedures which ensure compliance with applicable laws, including the Criminal Finances Act 2017 in so far as it applies to them, in order to prevent the facilitation of tax evasion.

We are obliged to report evidence or suspicion of financial crime to the relevant authorities at the earliest reasonable opportunity and may be prohibited from disclosing any such report to you.

We shall not provide brokerage services or pay any claim or provide any benefit under this Agreement with any client that is the subject of any trade and economic Sanctions or embargos adopted and/or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the European Union and its Member States, Her Majesty's Treasury, the United Nations Security Council or other relevant economic sanctions and embargo control authority 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 insurer 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 its 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 following provisions of this section set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of all losses, claims or liabilities arising under or in connection with this Agreement (including in respect of any indemnities), whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

All warranties, conditions and other terms implied by law are, to the fullest extent permitted by law, excluded from this Agreement.

Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or for fraudulent misrepresentation.

Nothing in this Agreement excludes or restricts our duty or liability to you under the applicable regulatory regime.

Subject to the clauses above, our total liability to you, shall in the aggregate be limited to £25 million or $30 million, and we shall not be liable to you for loss of or corruption of data, loss of profit, loss of anticipated savings, loss of business, loss of opportunity, depletion of goodwill, any punitive or exemplary damages or any indirect or consequential loss or damage.

11. 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.

12. Compensation

We are covered by the Financial Services Compensation Scheme (FSCS). You may, depending on where the risk is located, your status and the type of insurance contract concerned, be entitled to compensation from the FSCS if we or your insurer cannot meet their obligations. Further information is available from the FSCS.

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 England and Wales.

We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter.

Schedule 1 – Trading names

Howden Insurance Brokers Limited also trades under the following names:

• Howden Insurance Brokers

• Howden Reinsurance Brokers

• Howden Specialty

• Howden UK

• Howden Care

• Howden Private Office

• Howden Sturge

• Howden Fastnet

• Howden MPRS

• Howden CAP

• Howden UK Specialty

• Howden Global Specialty

• R K Harrison

• Clinical Trials Insurance Services (CTIS)

• Bowood

• RKH Shelburne

• BPIF Insurance Services

• CLA Insurance Services

• 24/7 Sports Insurance

• Linkscover

• Bloodlines