Client Broker Agreement (Wholesale Broker)

Transcription

1 Client Broker Agreement (Wholesale Broker) Broker Name: and Parmia Pty Limited 1 PO Box 404, Beenleigh QLD 4207 Tel: Fax: Suite 7, Reece House 94 George Street, Beenleigh QLD Parmia Pty Limited T/As Parmia Insurance Brokers ABN:

2 AFSL: Table of contents 1. DEFINITIONS AND INTERPRETATION 4 2. AUTHORITY 4 3. COMMISSIONS 5 4. PAYMENT SHORT TERM PREMIUMS 6 6. RENEWALS 6 7. HOLD COVERED 6 8. CLAIMS WHOLESALE BROKER'S CONTACT WITH CLIENT BROKER TERMINATION BASIS OF AGREEMENT GENERAL SCHEDULE. 10 2

3 This Agreement is made on the between: The Wholesale Broker Parmia Pty Limited T/As Parmia Insurance Brokers Suite 7, Reece House, 94 George Street, Beenleigh QLD 4207 (ABN ) (AFSL ) AND The Client Broker Broker Name: Address: ABN: AFSL: The Wholesale Broker is authorised to issue and deal in general insurance products pursuant to the Corporations Act ( The Act ) and its Australian Financial Services Licence ( AFSL ). A. The Wholesale Broker is authorised to broker the classes of insurance business listed in the Schedule ("Products") to the issuers of those Products, as listed in the Schedule ("Insurers"). B. The Client Broker is authorised to advise on and deal in general insurance products pursuant to the Act and the terms of its AFSL. C. The Client Broker is the broker of record for clients on whose behalf it seeks to have the Wholesale Broker broker a risk falling into one of the classes of Products ("Clients"). 3

4 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this document, unless the context otherwise requires, the following words have the following meanings: Business Day means any day except Saturdays, Sundays and declared public holidays in the State of South Australia; Insolvency Event means: (a) a party becoming an externally-administered body corporate within the meaning of the Corporations Act; (b) any step being taken for the winding up or dissolution of a party; (c) a meeting of directors of a party considers a resolution that an administrator of that party should be appointed; (d) a party being insolvent within the meaning of the Corporations Act, or being taken or presumed to be insolvent; (e) a party commits an act of bankruptcy within the meaning of section 40 of the Bankruptcy Act; (f) distress, attachment or other execution being levied or enforced over any of a party s property. 1.2 Interpretation In this document, unless the contrary intention appears: (a) words denoting the singular include the plural and vice versa; (b) a reference to any gender includes all genders; (c) a reference to a person or entity includes a natural person, a partnership, corporation, trust, association, unincorporated body, authority or other entity; (d) headings are for convenience only and do not affect interpretation; (e) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; (f) a reference to a party to this document includes that party s executors, administrators, successors and permitted assigns; 4

5 (g) a reference to $ or Dollars is a reference to Australian currency; (h) a reference to any books or records or writing includes a reference to such documents or writing in all formats including electronic, disk, magnetic or written format; (i) a reference to any legislation or legislative provision includes any regulations or other delegated legislation or instruments made or issued under it and any consolidations, amendments, reenactments or replacements of it and them and any of them; and (j) the word including is not to be treated as a word of limitation; (k) a reference to time is a reference to the time in Adelaide, South Australia. 1.3 Schedules The schedules form part of this document. 2. AUTHORITY 2.1 The Wholesale Broker agrees to broker risks falling into one of the classes of Product on behalf of the Client Broker at the request of the Client Broker from time to time. 2.2 The Wholesale Broker will, following such a request from the Client Broker, either: (a) use its reasonable efforts to broker that risk; or (b) advise the Client Broker as soon as possible following the request that it declines to broker that risk. 2.3 The Client Broker acknowledges and agrees that the decision to issue a Product rests with the Insurer, and that the Wholesale Broker will not be responsible or liable in any way if an Insurer refuses to cover a risk. 2.4 The Client Broker agrees that this arrangement is not exclusive and the Wholesale Broker may enter similar arrangements with other insurance brokers. 3. COMMISSIONS No commission is payable by the Wholesale Broker to the Client Broker in respect of the issue of a Product to a Client and the Wholesale Broker is entitled to retain any commission or other payment received by it as a result of the issue of a Product to a Client. 4. PAYMENT 4.1 The Client Broker will forward the full amount of premium and charges (less any commission/brokerage payable and the GST applicable to the Client Broker) to the Wholesale Broker within the period listed in the Schedule. 4.2 If payment is not received by the Wholesale Broker within the period referred to in Clause 5

6 4.1 the Insurers and the Wholesale Broker may cancel the contract of insurance by giving 3 days notice in accordance with the Insurance Contracts Act 1984 and may charge a premium for the period during which the Insurers provided cover. 5. SHORT TERM PREMIUMS 5.1 Where the Client Broker does not accept an offer to insure or an offer to renew a contract of insurance, the Insurers and the Wholesale Broker may charge a premium for the period during which the Insurers provided cover under any interim contract of insurance ("Short Term Premium"). 5.2 Where the Insurers and the Wholesale Broker are entitled to charge a Short Term Premium, the Short Term Premium will be calculated on the basis set out in the Schedule. 6. RENEWALS 6.1 At least 17 days prior to expiry of any contract of insurance the Wholesale Broker will advise the Client Broker of the terms on which the Insurers are willing to renew the contract. 6.2 The Client Broker must confirm acceptance of any offer of renewal in writing (by letter, or facsimile) no later than 4:00pm on the day of expiry of the original contract of insurance. 6.3 If during the currency of this agreement, or during 12 months after its termination, the Wholesale Broker receives notice of expiry of any risk brokered by the Wholesale Broker at the request of the Client Broker, the Wholesale Broker shall forward the notice to the Client Broker as soon as reasonably practicable. 6.4 If the Wholesale Broker becomes liable to the insurer or insurers arising out of failure to give notice of expiry in accordance with Section 58 of the Insurance Contracts Act 1984, and such failure is due in whole or part to the failure of the Client Broker to send the notice of expiry to the client as soon as reasonably practicable after receipt by the Client Broker of the notice, the Client Broker shall indemnify the Wholesale Broker, for any loss or damage suffered by the Wholesale Broker as a result. 7. HOLD COVERED The Insurers and the Wholesale Broker are not obliged to hold any risk covered after expiry of any contract of insurance, interim or otherwise. 8. CLAIMS The Client Broker will forward to the Wholesale Broker all relevant details of any claims. 9. WHOLESALE BROKER'S CONTACT WITH CLIENT BROKER 9.1 During the currency of this agreement, and for 12 months after its termination, the Client Broker shall not approach any Insurer to which the Wholesale Broker has broked a risk at the request of the Client Broker to solicit, create or develop any arrangement for the Client Broker to broke a Product other than through the Wholesale Broker. 6

7 9.2 During the currency of this agreement, of for 12 months after its termination, the Wholesale Broker shall not, other than at the request of the Client Broker, broke any risk for a Product on behalf of any Client unless the Wholesale Broker receives an unsolicited letter of appointment from the Client, and only after contact is made with the Client Broker. 10. TERMINATION 10.1 Either party may terminate this agreement by giving one month's written notice to the other party or it may be terminated by a party on immediate notice if: (a) an Insolvency Event occurs in respect of the other party; (b) a party is no longer authorised pursuant to the Corporations Act to conduct its business of insurance broking Any insurance contracts arranged prior to the date of termination shall remain in force until their normal expiry date, subject to normal practice with respect to cancellation After termination, the Wholesale Broker shall not, unless specifically requested to do so by the Client Broker, send any notices of expiry or offers of renewal direct to the Client Broker in respect of any contract of insurance arranged with the Insurer through the Wholesale Broker, but shall instead send such notice to the Client Broker. 11. BASIS OF AGREEMENT 11.1 The Wholesale Broker provides no financial product advice to Clients nor does the Wholesale Broker undertake any dealing in a financial product on behalf of Clients. The Wholesale Broker acts solely as a wholesale intermediary in arranging insurance of risks for the Client Broker The Wholesale Broker and the Client Broker must comply with the Privacy Act The utmost good faith will prevail in all dealings between the parties The Client Broker is not, and will not become by virtue of this agreement, an authorised representative of the Wholesale Broker The Wholesale Broker is not, and will not become by virtue of this agreement, an authorised representative of the Client Broker Terms in bold in this clause 11 have the same meaning as in the Corporations Act 2001 (Cth). 12. GENERAL 12.1 This document may only be amended in writing signed by both parties and may not be amended in any other manner This document contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this document and has no further effect. 7

8 12.3 The relationship between the parties is and will remain that of independent contractors, and nothing in this document constitutes the parties as partners or joint venturers or constitutes (except to the extent otherwise provided in this document) any party as the agent of another party or gives rise to any offer form of fiduciary relationship between the parties No waiver by a party of any breach or default by any other party is effective unless reduced to writing and signed by the party making such wavier, and any such waiver does not constitute a waiver of any other continuing breach or default under this document If any provision of this document is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of this document or affecting the validity or enforceability of that provision in any other jurisdiction A party cannot assign, novate or otherwise transfer any of its rights or obligations under this document without the prior written consent of each other party which consent may be granted or withheld in the absolute discretion of the other Each party will promptly do all things required by law or reasonably requested by any other party to give effect to this document This document is governed by the law in force in South Australia. The parties submit to the nonexclusive jurisdiction of the courts of that State and the South Australia of the Federal Court of Australia in respect of all proceedings arising in connection with this document This document may be executed in any number of counterparts and all of those counterparts taken together will be deemed to constitute the same document Each party warrants, undertakes and represents to the other party that it has the necessary power and authority to execute, deliver and perform this document and to become bound by it and that all necessary corporate action has been taken to authorise the execution of this document. 8

9 EXECUTED as an AGREEMENT EXECUTED by Parmia Pty Limited in accordance with s127(1) of the Corporations Act by: Signature Print Name Position - Director /Secretary (delete inapplicable) Date EXECUTED by Broker Name: in accordance with s127(1) of the Corporations Act by: Signature Print Name Position - Director /Secretary (delete inapplicable) Date 9

10 SCHEDULE Item 1 Products (Recital A). Professional Indemnity and Public & Products Liability Medical Malpractice Public and Products Liability Industrial Special Risks Item 2 Insurers (Recital A) Certain Underwriters at Lloyd s of London Item 4 Time for payment (clause 4.1) 14 Days from Inception of the Policy Item 5 Short Term Premium (clause 8.2). Short term premium shall be as per Insurers policy wording subject to a minimum premium and full retention of annual commission and broker fee. 10