Terms of Business

1. INTRODUCTION

1.1. Paratus & Partners Ltd is an Insurance Intermediary incorporated in the United Kingdom.

1.2. We are authorised and regulated by the Financial Conduct Authority (“FCA”). We are permitted to arrange general insurance contracts: under FRN:955298, and our regulatory details can be verified by visiting the Financial Services Register website at www.fca.org.uk or by telephoning the FCA on +44 800 111 6768.

1.3. We offer no advice or recommendation about the insurance products introduced to customers and request customers seek independent advice prior to purchase of any insurance policy.

1.4. These terms govern the basis on which we will act as your broker.

1.5. Our aim is to meet your needs in the most effective and efficient manner: in fulfilling that objective we will exercise the skill and care to be expected of a prudent and professional insurance broker, placing insurance business. Our dealings with you will be open and fair and will be conducted to the highest standards of integrity.

1.6. This document sets out the terms upon which Paratus & Partners Ltd agrees to act for you, and is intended to have contractual effect between us: please, therefore, read the document carefully, since if you instruct us to act on your behalf, these terms will define our respective obligations in the absence of any written variation to them, or the existence of any other written agreement between us.

2. TERMINOLOGY

In order to avoid repetition of words used in this document, the term “insurance” includes reinsurance and other risk transfer products and the term “Insurers” includes any insurer, reinsurer or other category of risk bearer, as appropriate to your requirements.

3. THE DUTY TO MAKE A FAIR PRESENTATION TO INSURERS

3.1. We will rely on you to provide information about your circumstances and objectives to enable us to place insurance to meet your requirements and to ensure you comply with your obligations to make a fair presentation to your insurers, both when we first place your insurance and thereafter on at renewal of your insurance or inception of additional cover. You further agree and acknowledge that we shall not be responsible for confirming the validity, accuracy or completeness of any such information.

3.2. Please read the following sections carefully to ensure you understand your obligations, and if you are in any doubt or do not fully understand your obligations, please discuss it with us.

3.3. It is your responsibility to give a fair presentation of the risk to be insured by ensuring that:

3.3.1. The information provided by you (or on your behalf), including in any proposal form, is accurate and discloses to your insurers all “Material Facts” which you know, or ought to know:

3.3.1.1. A matter or circumstance is a Material Fact if it would influence a prudent insurer’s acceptance or assessment of the risk, your proposal for insurance or the terms of any insurance offered (including the premium charged).

3.3.1.2. You are obliged to disclose all Material Facts, whether or not such matter or circumstance is the subject of a specific question in any proposal form;

3.3.1.3. You should also ensure that you disclose to insurers any:

3.3.1.3.1. special or unusual facts relating to the risk;

3.3.1.3.2. any particular concerns which led you to seek insurance;

3.3.1.3.3. matters which you suspect may be Material Facts, but where you have not pursued your enquiries.

3.3.2. You have carried out a reasonable search of information available to you to reveal all Material Facts. This will include Material Facts known to

3.3.2.1. Senior managers in your organisation, which means those individuals who play significant roles in the making of decisions about how your activities are to be managed or organised, and will include but is not limited to your Board of Directors;

3.3.2.2. any persons responsible for arranging this insurance (including any risk manager or risk management team you may have);

3.3.2.3. any third parties outside your organisation (for example, subsidiary or group companies, agents, third party experts appointed on your behalf, consultants, coinsureds, or joint venture partners).

3.3.3. The information you provide to insurers is clear and accessible.

3.4. The duty to make a fair presentation continues during the policy period and at any subsequent renewal. Any changes to Material Facts must be notified immediately.

3.5. Failure by you to make a fair presentation of the risk may entitle your insurers to:

3.5.1. avoid a policy of insurance from inception and return the premium; or

3.5.2. amend the terms and conditions of a policy of insurance and apply amended terms and conditions from inception and to any claim; and/or

3.5.3. proportionately reduce the amount of any claim payment if they would have charged more premium.

3.6. The terms and conditions of any policy of insurance may also contain express disclosure conditions or warranties which must be strictly complied with.

3.7. If you are in any doubt as to whether or not any information or circumstance is a Material Fact, you should disclose it. Further, if you are in any doubt as to the extent of the searches you are required to undertake to reveal Material Facts, you should undertake the relevant search(es).

4. INFORMATION ABOUT THE PROPOSED INSURANCE

4.1. We will take diligent and timely steps to implement your instructions and we will place insurance at the best available terms and price with an insurer identified by you. If any inability to fulfil your instructions becomes clear to us, we will bring this to your immediate attention.

4.2. You should read the insurance quotation, and all subsequent insurance documentation received from us or the insurers, to ensure that you understand the terms, scope and effect of the (proposed) insurance. Whilst we will explain to you the key features of the insurance proposed, including the essential cover and benefits, any significant or unusual restrictions, exclusions, conditions or obligations and the period of the cover, and the consequences of non-compliance with them, it is your responsibility to advise us if there are aspects of the cover which you do not understand; or which you do not feel adequately meet your requirements.

4.3. It is particularly important that you understand the obligations imposed on you by terms expressed as conditions, suspensive conditions, conditions precedent, warranties or similar terms. Failure to comply strictly with such terms may result in your policy of insurance being suspended or to a claim being rejected. This may be the case even if the breach of such term does not cause any prejudice to the insurers or where the breach is not connected to the circumstances of the claim or loss.

4.4. When we put up insurers’ terms to you, we will ensure that they are accurately presented, but we cannot guarantee that the insurers will necessarily write the risk on those terms since, under some systems of law, including English Law, the quotation does not constitute an “offer”.

5. PLACEMENT AND CONFIRMATION OF COVER

5.1. Instructions to bind cover must be received by us in writing.

5.2. The decision to bind any policy is at your sole discretion.

5.3. Whilst the information upon which we rely is obtained from sources considered to be reliable, and we use all reasonable endeavours to review accurately that information in order to protect the interests of our clients, predictability of solvency cannot be, and is not, guaranteed by us. The financial standing of any Insurer can, of course, change after the insurance contract has incepted. We do not guarantee the ongoing ability of any insurer to meet their contractual obligations.

5.4. When we have bound cover, we will notify you in writing to that effect.

5.5. You should not assume that any cover has been placed, or any amendment agreed to (even if the intended inception date has passed), unless and until you have received written confirmation from us to that effect. In the event that the complete placement of a risk takes place over a number of days, we shall endeavour to report to you from time to time on the exact status of the placement.

6. CLIENT DOCUMENTATION

Evidence of Cover

6.1. We will provide to you in writing, in a timely manner, confirmation of the terms of any insurance contract that we have arranged together with a copy of the schedule setting out the parameters of the cover provided (Endorsement Schedule).

6.2. You should check the Endorsement Schedule and satisfy yourself that it is entirely in accordance with your understanding and instructions; your review should include checking that obtaining cover from the Insurer is acceptable having regard to local taxation and permitted by the relevant regulatory authorities. Anything at variance with your understanding and instructions should be advised to us immediately.

Amendments

6.3. Any amendments to the insurance contract will be confirmed by the issue of an endorsement to the certificate, policy of insurance or insurer contractual documentation, as appropriate, unless such amendment is reflected within the documentation already issued. A debit or credit note will also be issued where the amendment results in a change in premium.

Retention of Endorsement Schedule

6.4. Evidence of Cover documents are important documents and you should keep them, and any amendments to them, in a safe place since claims may arise under insurance contracts long after their expiry date.

Endorsement Schedule

6.5. The Endorsement Schedule will show the gross premium, any commission or discount to you and the net amount of premium payable to us.

6.6. Where relevant, any tax(es) which may be deducted from the premium payable will also be shown on the Endorsement Schedule.

6.7. Payment must be made in the currency invoiced. This includes, where we have been able to identify them, any taxes and/or other similar charges which insurers are obliged to collect or you are required to pay in respect of the contract of insurance. Responsibility for accounting for taxes and/or other similar charges is a matter for you and your insurer. We do not accept such responsibility unless there is a legal requirement for us to do so in a specific jurisdiction or where there is specific agreement in advance with a particular client or their insurers as appropriate.

7. TERMS OF PREMIUM PAYMENT

7.1. In order for us to meet the premium payment terms of the Insurers, premiums must be prepaid direct to us prior to any endorsements to the policy.

7.2. You are responsible for paying promptly without deduction (even if there may be claims due on the subject or other accounts) all invoices for premiums, duties, fees and the like to us in respect of your insurances. For the avoidance of doubt, we have no obligation to fund any such monies on your behalf and have no responsibility for any loss which may be suffered as a result of Insurers cancelling the policy or taking any other prejudicial steps as a result of the late payment of any monies due, if such delay is substantially attributable to you.

7.3. You may be able to pay premium payments by instalments through a credit scheme operated by a third party premium finance company or insurer. Please note that we can only pay premium to insurers on your behalf once we have cleared funds from you or the premium finance company. Please note that we do not recommend any particular credit provider. If you wish to pay premium by instalments, we are able to introduce you to credit providers (which may include a third-party premium finance company or an insurer). There may be other credit providers (including insurers) able to offer better credit terms than those that made available to you by a party we have introduced you to. Where you decide to enter into a credit scheme for the payment of premium, you will receive separate terms and conditions from the relevant premium finance company or insurer which will govern that arrangement. You agree that, in accordance with the terms of any such credit scheme, we may instruct your insurer to cancel your policy if you are in default under the credit scheme and that any return premium or other payment due from the insurer may be applied to discharge your liability under the credit scheme without further reference to you.

8. METHODS OF PAYMENT

8.1. Insurance contract monies should be and are normally settled on an individual Endorsement Schedule or Credit Note basis.

8.2. Paratus & Partners Ltd will advise the currency for payments.

Wire Transfer

8.3. All payments to us should be made by transfer to the appropriate Bank Accounts in accordance with the details set out as required by an insurer and as set out in an Endorsement Schedule or other schedule entered into with the insurer, together with a remittance advice transmitted promptly to your point of contact showing the item(s), transaction number(s) and the amount(s) being paid. This will enable us to identify, upon receipt of the payment. Payments should be made to the relevant bank and account number quoted.

Cheques/Bankers Drafts

8.4. Where a transfer is not appropriate or available, alternative payment methods, such as a cheque or bankers draft, may be agreed with you upon application to us.

9. CLIENT MONEY

9.1. Receipt of Funds: we shall receive funds from the Client exclusively for the purpose of purchasing insurance policies on behalf of the Client. These funds shall be held in a dedicated account separate from our operational funds

9.2. Fiduciary Responsibility: We acknowledge our fiduciary responsibility in managing these funds. The funds received shall not be used for any purpose other than for the payment of insurance premiums or related charges as instructed by the Client.

9.3. Account Segregation: Client funds shall be deposited in a segregated trust account maintained solely for the purpose of holding client monies. We shall not commingle these funds with any other monies, including its own operational funds.

9.4. Timely Payment: We shall ensure that insurance premiums are paid in a timely manner in accordance with the payment terms of the insurance policy and as per the instructions received from the insurance provider.

9.5. Record Keeping: Accurate and detailed records of all transactions involving Client funds shall be maintained. This includes receipts of funds, payment of premiums, refunds, and any other relevant financial transactions.

9.6. Reporting and Transparency: The Client shall receive periodic statements detailing all transactions made on their behalf, including dates, amounts, and purpose of each transaction. We shall also provide upon request full access to all records pertaining to the Client’s funds.

9.7. Refunds and Returns: In the event of any refunds from insurance providers, such funds shall be promptly returned to the Client or applied towards future premiums as per the Client’s instructions.

9.8. Audits and Compliance: The handling of Client funds shall be subject to regular audits to ensure compliance with applicable laws, regulations, and industry standards. We agree to cooperate fully with any audit or inquiry.

9.9. Liability and Indemnification: Subject to the limit set out in this clause, we assume liability for any loss or mismanagement of Client funds while in our custody. The Client shall be indemnified for any such losses, subject to the terms of this agreement, in an amount of up to £5 million.

9.10. Termination and Final Accounting: Upon termination of services, we shall provide a final accounting of all Client funds held and disburse any remaining balance to the Client within a reasonable period.

10. CLAIMS

10.1. It is imperative that you familiarise yourself with the terms of all claims requirements, as they can vary substantially from policy to policy.

10.2. We will not pay claims to you as they will be paid direct by Insurers.

10.3. You should be aware that we may perform a limited service for Insurers in relation to claims by providing documentation to the insurer.

11. LIMITATION OF LIABILITY

11.1 Subject to clause 11.3 (no limitations in respect of deliberate default) and clause 11.5 (liabilities which cannot legally be limited), our total liability to the Client under this agreement shall not exceed £5 million.

11.2 References to liability in this clause 11 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

11.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

11.4 Nothing in this clause 11 shall limit the Client’s payment obligations under this agreement.

11.5 Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.6 Subject to clause 11.3 (no limitations in respect of deliberate default), clause 11.4 (no limitation of the Customer’s payment obligations) and clause 1.5 (liabilities which cannot legally be limited), clause 11.6(a) identifies the kinds of loss that are not excluded. Subject to that, clause 11.6(b) excludes specified types of loss.

(a) The types of loss wholly excluded are:

(i) Loss of profits;

(ii) Loss of sales or business;

(iii) Loss of agreements or contracts;

(iv) Loss of anticipated savings;

(v) Loss of or damage to goodwill; or

(vi) Indirect or consequential loss.

(b) The types of loss and specific losses not excluded are:

(i) Sums paid to us by the Client pursuant to this agreement, in respect of any services not provided in accordance with this agreement.

(ii) Wasted expenditure;

(iii) Additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with this agreement. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials; and

(iv) Losses incurred by the Client arising out of or in connection with any third party claim against the Client which has been caused by our act or omission. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, our personnel, regulators and customers of the Client.

12. CONFLICT OF INTERESTS

12.1. As your agent we will always endeavour to act in your best interests. However, circumstances may arise where there is a potential for the interests of two or more of our clients to be in conflict or where our interests may conflict with those of a client or other party to whom we have obligations.

12.2. Should any potential conflict arise we will advise you and seek your further instructions with regard to the basis of our appointment by you.

13. NON-REGULATED SERVICES

13.1 In addition to the regulated insurance brokering services provided under this Agreement, Paratus & Partners Ltd may from time to time offer additional facilitation and introductory services that are non-regulated and do not form part of any insurance contract (“Non-Regulated Services”). These Non-Regulated Services may include but are not limited to consulting, business introductions, and support services not connected with the sourcing, arrangement, or administration of insurance contracts.

13.2 You acknowledge and agree that these Non-Regulated Services are not regulated by the Financial Conduct Authority (FCA) or any other regulatory body. As such, the protections normally afforded to you under regulated services, including but not limited to the FCA’s rules on conduct and client assets, will not apply to these Non-Regulated Services.

13.3 We shall not be liable for any loss or damage arising from your use of these Non-Regulated Services, and you agree to indemnify and hold us harmless from any claims, costs, damages, and expenses arising out of or in connection with the Non-Regulated Services.

13.4 Your decision to engage with these Non-Regulated Services is entirely voluntary and should be based on your own judgment and advice as necessary. We do not make any representations or warranties, express or implied, regarding the completeness, accuracy, or suitability of these services for your specific purposes.

13.5 This clause shall survive the termination of this Agreement and shall continue in full force and effect for all purposes after such termination.

14. REMUNERATION & OTHER INCOME

14.1. We receive remuneration for our insurance intermediary services by way of a fee from the Insurer which is proportional to the insurable limits and insurance premiums.

14.2. If you wish to know precisely what our remuneration is in respect of any particular placement which we will make on your behalf, please let us know and they will provide that information to you.

15. FINANCIAL SERVICES COMPENSATION SCHEME

We are covered by the Financial Services Compensation Scheme (“FSCS”). You may be entitled to compensation from the GSCS if we cannot meet our financial obligations to you. This depends on the type of insurance product that we have arranged for you, certain eligibility criteria and the circumstances of the claim.

Further details regarding the FSCS are available online at www.fscs.org.uk or by calling 0800 678 1100 (+44 20 7741 4100 from overseas).

16. MONEY LAUNDERING, KNOW OUR CLIENT AND SANCTIONS

16.1. We are subject to UK legislation and regulations which require us to obtain evidence of the identity of clients for whom we act at the start of a business relationship or in respect of certain transactions. In order to meet our obligations in this respect and to provide a safeguard for our company and our clients against the risk of financial crime, we ask you to let us have a completed Client Questionnaire. We may also ask you to update such information from time to time.

16.2. Any insurance transaction or payment to or from a country subject to any form of Sanction may be prohibited or subject to restrictions.

16.3. We are obliged to report to the National Crime Agency (NCA) any evidence or suspicion of money laundering at the first opportunity and we are prohibited from disclosing any such report.

17. THE LAW AND FINANCIAL CRIME

17.1. We have no tolerance for financial crime, including but not limited to bribery and corruption. This policy extends throughout the company for all its dealings and transactions in all countries in which we operate. Our anti bribery programme is constantly updated in line with changes in the law, changes in our business and our reputational demands. All employees are required to comply with this policy.

17.2. We expect that you take reasonable steps to maintain an anti-bribery programme which is consistent with applicable laws and regulations.

17.3. Neither Party shall be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any laws and regulations against bribery (including without prejudice to the generality of the Bribery Act 2010).

17.4. The Parties shall insofar as required to do so and, whether or not either Party is an associated person of the other for the purposes of the Bribery Act 2010, the Criminal Finances Act 2017 or any other applicable laws and regulations.

17.5. Neither Party shall take any action which facilitates the evasion of taxes anywhere in the world or which is contrary to any related financial crime laws and regulations (including without prejudice to the generality of the Criminal Finances Act 2017).

17.6. The Parties shall insofar as required to do so, and whether or not either Party is an associated person of the other for the purposes of the Bribery Act 2010, the Criminal Finances Act 2017 or any other relevant laws and regulations, maintain on an ongoing basis appropriate systems, procedures and controls designed to prevent any breach of the terms listed.

17.7. Both parties agree to maintain on an on-going basis, appropriate systems, procedures and controls designed to prevent any breach of the terms in this agreement.

18. DATA PROTECTION

For the purposes of this clause

18.1 ”Controller” means the person which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

18.2 “Data Protection Law” means all applicable statutes and regulations in any jurisdiction pertaining to the processing of Personal Data, including but not limited to the privacy and security of Personal Data.

18.3 “Data Subject” means the identified or identifiable natural living person to whom the Personal Data relates.

18.4 “Personal Data” means any information relating to the Data Subject; and “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

18.5 The Parties acknowledge and agree that where a Party processes Personal Data under or in connection with this Agreement it alone determines the purposes and means of such processing as a Controller.

18.6 In respect of the Personal Data a Party processes under or in connection with this Agreement, the Party:

18.6.1 Shall comply at all times with its obligations under the Data Protection Law; shall notify the other Party without undue delay after, and in any event within 24 hours of, becoming aware of a Personal Data Breach; and shall assist and co-operate fully with the other Party to enable the other Party to comply with their obligations under Data Protection Law, including but not limited to in respect of keeping Personal Data secure, dealing with Personal Data Breaches, complying with the rights of Data Subjects and carrying out data protection impact assessments.

18.6.2 The Parties shall work together to ensure that each of them is able to process the Personal Data it processes under or in connection with this Agreement for the purposes contemplated by this Agreement lawfully, fairly and in a transparent manner and in compliance with the Data Protection Law. This shall include but not be limited to entering into such other written agreements as may be required from time to time to enable each Party to comply with the Data Protection Law.

19. CONFIDENTIALITY

19.1. For the purposes of this clause “Confidential Information” means all Information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party’s representatives whether before or after the date of this Master Policy, including but not limited to:

(a) the terms of any policy and any schedule or appendix to a policy provided to you or your agents or advisers by us, any schedule or endorsement to any such policy, firm order terms issued in respect of an endorsement or potential endorsement, including any pricing information or quotation details shared, any premium payable in respect of it or other agreement entered into in connection with cover or a policy;

(b) any information that would be regarded as confidential by a reasonable business person relating to:

(i) the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and

(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs).

19.2. Confidential Information should not be used except in connection with the performance of this Agreement and should not be disclosed, except as provided in clause 19.5, to third parties (whilst such information remains confidential and is not within the public domain). Breach of this provision may result in a policy or cover under it being cancelled, terminated or otherwise invalidated.

19.3. In some circumstances Confidential Information disclosed may be commercially or price sensitive, the disclosure of which may be regulated or subject to certain specified processes as a matter of law. Each party should advise the other if that this is the case on order that appropriate additional safeguards to ensure compliance with such laws and regulations can be put in place.

19.4. Disclosure of Confidential Information may also be made to our regulator to fulfil its regulatory function; or where we are otherwise legally obliged to disclose that information.

19.5. Confidential Information may be disclosed if required under any applicable law or directive or pursuant to any order of any court of competent jurisdiction or governmental / regulatory authority.

20. COMPLAINTS PROCEDURE

20.1. If, at any time, you have a complaint regarding a contract of insurance or our service, you should, in the first instance, contact us by post or telephone or by emailing complaints@paratusandpartners.com, quoting the relevant policy number.

20.2. If possible, we will endeavour to rectify the problem immediately. If we are unable to deal with the problem immediately, your complaint will be dealt with as outlined:

20.2.1. Your complaint will be acknowledged, in writing, within 48 hours. We will tell you who will be dealing with your complaint and how long it should take to provide a final response. If we are unable to respond with a final response within the stated timeframe, we will keep you informed of the situation.

20.2.2. If, having received our final response you are unhappy with the outcome of the complaint or you are unhappy with the way we handled it, you may be entitled to refer the matter to the Financial Ombudsman Service. Further information on the Financial Ombudsman Service can be found at www.financial-ombudsman.org.uk, or alternatively you can write to FOS at: Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR, United Kingdom.

21. FORCE MAJEURE

We shall not be liable for any delay or non-performance of our obligations under these Terms of Business, if the delay or non-performance is caused by an event beyond our control (a “Force Majeure Event”). In the event of a Force Majeure arising we will notify you as soon as reasonably practicable.

22. TERMINATION, CANCELLATION AND TRANSFER

22.1. This agreement may be terminated by either of us giving 30 days’ notice in writing to the other. Termination of this agreement is without prejudice to the provisions of any insurance policy placed by us under it.

22.2. If this agreement is terminated in accordance with clause 19.1 or our involvement with a particular policy placement ceases because it is cancelled or is transferred mid-term or at renewal to a new broker, we reserve the right to retain any fees or brokerage received or to claim any that are still payable as due for placing and arranging the policy.

22.3. Relevant files and claims files for the run-off will be transferred to the new broker as appointed by
you.

23. LAW AND JURISDICTION

These Terms of Business shall be construed in accordance with the law of England and Wales, and any dispute between us shall be subject to the exclusive jurisdiction of the courts of England and Wales.