Terms of Business Agreement

Application form

Please indicate the approximate split of your business:

Countries, regions and cities where you wish to sell our products

Section I: Effective/Termination Date

A. This Agreement shall be effective on the day it is signed by the Company.
B. This Agreement will remain in force, unless cancelled or modified by the Company, based on the conditions listed in paragraph ‘D’ below.
C. Either party to this Agreement may terminate it by giving a (thirty) 30-day notice to the other party in writing. The power of the Broker to collect and receive premiums shall end with the termination of this Agreement, and the Broker will immediately return to the Company, or its duly authorised representative, a list of uncollected accounts, all unused supplies, and any other property of the Company. Upon termination, the Broker shall be entitled to commissions that are paid or are payable as of the date of termination, but in no event shall the Broker be entitled to commissions on insurance in force, or any renewal thereof, after the date of termination.
D. The conditions for which this Agreement may be cancelled or modified unilaterally by the Company, including but not limited to making changes to the Compensation Program are:
a. Lack of service: the Broker does not provide adequate support service to his insured clients, such as keeping in contact with them, assisting them with their claims and renewals, answering their questions, etc.
b. World Check Searches: the Broker/Agent or any of the clients introduced are flagged as having political, financial, regulatory or reputational heightened risk associated with them.
c. Legal restrictions: if there were legal restrictions in any jurisdiction where the agent is being prosecuted that would prevent the Company from doing business with the Broker/Agent.
d. Failure to comply with relevant regulatory framework: this agreement shall be terminated immediately if the Broker/Agent fails at any time to satisfy the relevant regulatory requirements.
e. Cancellation for reasonable cause: this Agreement shall be terminated immediately for reasonable cause if the Broker/Agent were to engage in any of the following activities:
i. The misrepresentation or fraudulent and/or illegal acts regarding the Company or its products, which may adversely affect the Company, the parent company or any of its affiliates, including but not limited to misrepresentation as to the terms and provisions of an application, medical information or claims, the insurance policy or contract, and any alteration, falsification or withholding of any information, whether written or oral, about an application, an applicant or prospective insured, and any alteration of the application documents and the withholding of any information required for the underwriting process.
ii. The improper handling of premiums or commissions.
iii. The dissolution of a corporate entity that is party to this Agreement.

If the Broker/Agent becomes incapacitated or dies, the commissions shall be paid to the beneficiary(ies) designated by the Broker/Agent based on the terms and conditions of this Agreement.

Section II: Commissions

The Company shall pay commissions monthly to the Broker/Agent based on the terms and conditions contained in this Agreement. Commission percentages regarding new business, renewals and production commitments are defined in Annex Number 1 - “COMPENSATION PROGRAM FOR BROKERS.”

1. Conditions under which commissions will be paid:

• Commissions shall be paid only after this Agreement has been signed by the Company.
• The application has been approved and the policy has been issued or renewed by the Company.
• The payment for the premium has been received by the Company and the funds have been credited by the Company’s bank.
• Commissions paid in advance may be recouped by the Company, as it deems appropriate, for policies cancelled before their expiration date. Commission shall be payable on a pro-rata basis for any expired part of the premium, and any commission shall be paid to the Broker/Agent shall be refunded on a pro-rata basis for any unexpired part of the premium.
• Commission may be clawed back if the sales in question have arisen from activity which falls short of regulatory expectations.

2. Conditions under which commissions will not be paid:

• Commissions for extra premiums or for premiums added during the underwriting process.
• Termination of a policy by the insured or the Company for legal reasons
• After a policy is no longer assigned to a Broker’s/Agent’s portfolio, unless an amendment has been made or a specific agreement has been entered into between the Broker/Agent and the Company.
• The Broker has an impediment which renders him/her unable to provide services or assistance to an insured, or he/she is unwilling to do so.
• The Broker was terminated for reasonable cause or due to a legal restriction that may exist in the U.K or any other jurisdiction.
• During any period in which the Broker/Agent is in breach of the provisions of this agreement.
• Commissions in relation to renewals of policies falling due after the termination date of this agreement.

Section III: Relationship

Nothing contained in this Agreement shall be construed to constitute a partnership or employment relationship between the Broker/Agent and the Company, whereby the Broker/Agent cannot bind or involve the Company in any case. The intention is that the Broker/Agent is an independent contractor responsible for his/her own actions. The Company does not restrict the Broker/Agent in having similar relationships with other providers.

Section IV: Arbitration

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Advisory, Conciliation and Arbitration Service (ACAS) Rules, which Rules are deemed to be incorporated by reference into this clause.

• The number of arbitrators shall be one.
• The seat, or legal place, of arbitration shall be a Town or City in the United Kingdom.
• The language to be used in the arbitral proceedings shall be English.
• The governing law of the contract shall be the substantive law of the United Kingdom.

Section V: Information Confidentiality/Privacy

The Broker/Agent acknowledges that he/she may receive information of a non-public nature, as well as health information and/or personal information about the applicants or potential insureds in accordance with this Agreement. The Broker/Agent, as well as his/her other agents, employees and subcontractors shall maintain the integrity of the confidentiality of said information (“Client Information”), pursuant to the applicable laws and regulations pertaining to privacy and, additionally, he/she/they shall agree not to use, divulge or in any other way reveal any of the Client Information, except of that which is necessary for insurance purposes that are contemplated in this Agreement, including but not limited to: i) delivery of an insurance application, ii) any medical information about the health of an insured or potential insured, or iii) financial or personal information. Any disclosure of any type of client information which may be in breach of this Agreement shall be notified to the Company within the five (5) days following the moment in which the Broker/Agent becomes aware of said disclosure. The Broker/Agent shall then defend, indemnify and exonerate the Company from any responsibility for any loss, cost, settlement or judgment; agreement or covenant; fine, assessment or evaluation; and penalty or other monetary expenses, including reasonable attorneys’ fees incurred by the Company as a direct or indirect result of the violation or breach of this paragraph by the Broker/Agent.

Section VI: Money Laundering

The Company takes all the necessary measures to comply with the laws relating to fraud and money/asset laundering. The Company expects and anticipates that the Broker/Agent knows and complies with said laws and regulations, as well as with international regulations and those of the jurisdictions where its clients or directors reside.
The Company may request the collaboration of the Broker/Agent for compliance with such laws and regulations. One of the Broker/Agent’s responsibilities is maintaining the necessary documentation to comply with said norms and, when needed, deliver the documentation in question to the Company. If the information needed or requested is not received by the Company in a reasonable period of time, or if there is suspicion of fraud or money laundering, the Company reserves the right to reject any transaction requested by the Broker/Agent on behalf of the clients he/she represents. By signing this Agreement, the Company, as well as the Broker/Agent, automatically terminates any other agreement(s) existing between them as to the payment of commissions. The termination of agreements by this paragraph shall not affect the commissions guaranteed by their terms and conditions, unless a written agreement to the contrary exists between the parties.

Section VII: Compliance

Code of Ethics

• I will comply with all ethics standards and other compliance standards established by the Company of which I have been informed.
• When dealing with clients and/or prospective clients, I will deliver high quality service and will conduct myself professionally, and I will make every effort to learn about their wishes and expectations in connection with their needs and financial circumstances.
• I will conduct myself professionally and will accept the decisions made by the Company and its authorised employees.
• I will only use sales materials and illustrations authorised by the Company for the promotion of its products and services and will include with them all appropriate responsibility disclaimers.
• I will make every reasonable effort to verify that all signatures on the documents submitted to the Company are authentic.
• I will deliver the policies, correspondence and other documents to their owners on time.
• I will communicate all requests, complaints, instructions or other matters to the Company on time as they are communicated to me by any interested party.
• I will keep my clients and prospective clients updated with information regarding products and services, as well as any relevant information about the Company.
• I will submit full premiums and other payments to the Company on time, even when I have any personal claims against the person submitting them.
• I will ensure that an adequate professional indemnity insurance in accordance with local regulations is obtained and maintained throughout the course of this agreement.
• I will take all necessary and reasonable steps to ensure that I comply with the requirements of the regulatory framework.

Statement of Prohibited Acts

I will not deposit or accept any cash for the payment of premiums or renewals or negotiate any cheques or other financial instruments payable to the Company, nor will I open any bank accounts in the Company’s name, or sign, under any circumstances, in the Company’s name, or have cheques, promissory notes, or other financial instruments generated which may contain the Company’s name. I will not retain payment of premiums under any circumstances, and I will forward them to the Company in the most expeditious manner possible.
• I will not endorse, deposit, cash or otherwise negotiate any financial instrument made payable to the Company or to third parties.
• I will not make, modify or approve any contracts for the purpose of extending the time for the payment of premiums, or to waive, forfeit or exonerate any of the rights or requirements of the Company or bind it through my statements, promises, or representations, nor will I accept any extra premium for additional risks, unless approved in writing by the Company.
• I will not accept or process claims on behalf of the Company nor make any advise to the Company as to the processing and settlement of claims.
• I will not advertise the Company in any advertising campaign including newspapers, magazines, television, radio, Internet or any other means, unless such advertising has been approved in writing by the Company.
• I will not sign any document related to the Company on behalf of any person or entity, with or without the consent of that person or entity. I will not sign as witness to any person’s signature on any document unless it is signed in my presence by that person.
• I will not enter into any contractual arrangements or other agreements, for the solicitation of business or to share commissions with any third parties or entities who are not contracted by the Company.
• I will not retain any document provided to me by a client or prospective client for a period of time longer than necessary for the purpose of its analysis, organisation and review, unless authorised in writing by the client or prospective client.
• I will not modify any Company document or falsify the age, gender, weight, health condition, use (or not) of tobacco, or any other fact that makes an individual insurable and that may affect the decision of the Company regarding the issuance of a policy and its levels of coverage.
• I will not pay or offer to pay any incentive to any person to purchase insurance coverage with the Company, or to purchase the products it offers.
• I will not change an applicant or policy owner’s address for my benefit or that of the applicant/policy owner unless the change is real, and I will not conduct unauthorised activities in my client’s account, including but not limited to loans, withdrawals, partial or full cancellations purchases or redirection of dividends, or any other policy values or premium payments.
• I will not give the false perception that my relationship with the Company is other than that of an intermediary representing the proposed insured or the insured.
• I will not otherwise intentionally commit any dishonest, unlawful or unethical act for any reason.

Other obligations

1. The Company’s Property Rights
The information and records of the applicant and the insured, as well as any other premium records, are the property of the Company; therefore, the Broker/Agent shall allow their inspection by the Company when required. All printed material, equipment and other items provided by the Company are also owned by the Company, and the Broker/Agent will be legally responsible for their misuse. At the Company’s request, the Broker/Agent is obligated to return all premiums for policies not accepted, delivery receipts, receipts of initial premium, conditional receipts, and all documentation and information related to the Company’s business.

2. Audit Rights of the Company
The Broker/Agent agrees to fully co-operate with all ad hoc and reasonable requests for information relevant to the relationship agreed upon that fall outside of the usual data exchange. The Broker/Agent agrees to permit and fully co-operate with requests from the Company to perform remote or on-site audits in respect of sales quality, compliance with regulations, or any other topic deemed relevant to the relationship. The Company will provide reasonable notice of any such requests, and no fewer than 30 business days.

3. Use of Informational Technology Applications
The Broker/Agent hereby agrees to confidentially handle all informational technology applications or electronic systems received from the Company which did not have the ultimate purpose of authorised distribution by the Company, as well as to not divulge, duplicate or reproduce, directly or indirectly, any of such applications or systems. The Broker/Agent will adopt all reasonable measures to avoid that non-authorised persons should gain access to said applications or systems, or that they should divulge or duplicate them. The Broker/Agent shall be legally responsible for the losses and damages that may result from failure to comply with these commitments. The Company can request from the Broker/Agent, in writing, that he/she return all applications, systems and documents provided by the Company, and he/she shall be obligated to do so. Upon termination of this Agreement, subject to verification by the Company, the Broker/Agent shall stop using said systems and IT applications, and shall remove them from his/her files
(hard drives, portable equipment, security units, etc.), and shall return to
the Company, after it has been inventoried, the remaining publication media (USBs, CDs, etc.)

4. Intellectual Property
The Broker/Agent acknowledges that all marks, including service, symbols, logos, emblems, and other forms of advertising and publicity, as well as other rights to tangible or intangible intellectual property related to the insurance activity conducted by the Company, are its exclusive property. The Broker/Agent shall not acquire any right over the above-said intellectual property through this Agreement. The Broker/Agent shall not adopt, use or register any keyword, phrase, symbol or sign used for publicity that might be identical or similar to the marks, symbols or marketing slogans of the Company. Nonetheless, the use, form or display of such marks, symbols or slogans of the Company, used in the exercise of the activity of the Broker/Agent, shall be subject to the prior approval, in writing, by the Company. The Broker/Agent is obligated to only use the sales formats or proposals issued by the Company and related to the promotion and sales of the Company’s policies. The Company shall provide the Broker/Agent with all the marketing material it deems pertinent for the promotion of its products and services. The Broker/Agent may use marketing materials generated by him/her for the effect of this Agreement as long as such materials had been authorised, in writing, by the Company.

5. Complaints and Procedures
The Broker/Agent shall conduct his/her business in accordance with the Company’s regulations, and he/she shall notify the Company, in writing, of any complaint, accusation, proceeding and/or investigation carried out by any authority against him/her. Likewise, the Broker/Agent shall notify the Company about written complaints by the clients related to any product or service offered by it. The Broker/Agent is obligated to be fully knowledgeable of the products offered by the Company. The Broker/Agent shall be solely responsible for complying with local laws and regulations and shall obtain and maintain all necessary licenses, permits and approvals (where applicable) which are required to be able to operate as a Broker/Agent in the country of domicile.

6. The Broker / Agent is obligated to be fully knowledgeable of the products offered by the Company

7. The Broker / Agent shall be solely responsible for complying with the local laws and regulations ad shall obtain and maintain all necessary licenses, permits and approvals (where applicable) which are required to be able to operate as a Broker / Agent in the country of domicile.

DONE AND SIGNED by the parties on the date shown below. This Agreement shall take effect when signed by an authorised representative of the Company.

Information for commission payments

Annex Number 1: Compensation Programme for Brokers

This International Commissions Agreement will be effective for all HealthCare International Europe GmbH (the
“Company”) policies and contracts written and delivered after the date below. Based on premiums paid and received by the Company in policies written and delivered by you, (the “Broker/Agent”), the Company will pay, according to the Agent Agreement with the Company (in which this Program is hereby incorporated and made part of), a commission under the International Commissions Program listed below; or
Based on premiums paid and received by the Company on policies written and delivered by a Broker/Agent appointed or assigned by you, the Company will pay the commission listed in the International Commissions Program mentioned below, less any applicable commission earned by the Broker/Agent on such policies for which a rate of commission shall be filed with the Company.
The premium basis for determining the commission does not include the administrative fee or any charges applied to the policy’s premium, as these are non-commissionable.

Annex Number 1: Compensation Programme for Brokers (cont.)

FOR INTERNAL AUTHORISED USE ONLY