Sub-Agency Agreement
Between
Kay International Plc
9-13 Fenchurch Buildings
London EC3M 5HR
And
Complete Broker Details Here
Kay International plc is an independent authorized, regulated insurance broker and underwriting agency. We understand the needs of the marketplace and we care deeply about our customer service and product offering. Our aim is to exceed your expectations.
At Kay International plc we have developed long-term and rewarding relationships with our brokers based on trust, expertise, niche products and value for money. This Sub-Agency Agreement sets out our terms of business. If you have any queries regarding this Agreement then please call our office for clarification.
Sub-Agency Agreement (the “Agreement”)
This Agreement applies between Kay International Plc of 9-13 Fenchurch Buildings London EC3M 5HR FCA registration no: 300468 (hereinafter referred to as “Kay International Plc”, “we”, “us” and “our”).
And Brokers name & Address FCA registration no (hereinafter referred to as the “Sub-Agent”).
(Individually a “Party”, together the “Parties”):
1. Delegation of authority to the Sub-Agent
We are required to comply with Part A of the Intermediaries Byelaw (as amended by the Intermediaries (Service Company Amendment) Byelaw (No. 5 of 2008) and The Legislative Reform (Lloyd’s) Order (Market Provisions) Byelaw (No. 1 of 2009)) (“Part A”) and nothing in this Agreement is intended to or shall require us to contravene Part A. To the extent that there is a conflict between Part A and this Agreement, Part A will prevail.
We do not delegate the acceptance of risk, the indication or quotation of premium rates, or policy terms, or the issuing of documents evidencing contracts of insurance underwritten, to the Sub-Agent. Confirmation of the acceptance of risk, the application of variations of policy terms, the indication or quotation of premium rates or policy terms must be provided, verbally or in writing, by a member of staff of Kay International Plc.
2. Disclosure of Information
It is the duty of the Sub-Agent to provide us with accurate, complete and timely information in respect of each new risk presented to us, at each change or renewal of cover or as required by the policy terms.
3. The effective date and time for the assumption of risk or changes in risk
The date and time of the assumption of risk, or the date and time from which a change in risk applies, cannot be backdated.
It is the responsibility of the Sub-Agent to ensure that the effective time and date for the assumption of risk is either advised in advance of the effective date and time in writing, or when the change in risk applies.
4. Notification of change in risk
The postage date of letters from the Sub-Agent, or the dispatch time of emails or faxed communications to us cannot be regarded as being either the effective date and time for the assumption of cover, or the effective date and time of a change in cover. It is incumbent upon the Sub-Agent to seek either written or verbal confirmation from us that instructions regarding the assumptions of cover, or changes in cover have been received and accepted by us.
5. Policy documents
A policy document will be issued by Kay International Plc for each risk with a certification clause to identify the insurers.
Renewal notices and revised policy schedules will be issued as required. It is incumbent upon the Sub-Agent to ensure that all documents relating to a policy, the policy document, renewal notices and revised policy schedules are passed to the policyholder.
A new policy document may be issued by us at each renewal of a policy at the request of a policyholder or the Sub-Agent.
6. Verification of our underwriting authority by the Sub-Agent or policyholder
At any time, we will provide the Sub-Agent or a policyholder with the information that they might require in order to satisfy themselves that our delegated underwriting authority continues with the insurer named in the documents that we issue in the name of that insurer.
7. Cancellations (and third party interests)
All policies can be cancelled at any time on the instructions of the Sub-Agent. Instructions from the Sub-Agent for the cancellation of a policy are deemed to be the instructions of the policyholder. (Please see 9 below in respect of third party interests)
8. Lapses at renewal (and third party interests)
Policies will be lapsed at renewal on the instructions of the Sub-Agent, which are deemed to be the instructions of the policyholder. (Please see 9 below in respect of third party interests).
9. Third Party interests
We may be required to report to third parties with an interest in a policy that a policy has either been cancelled or lapsed. The effective date of the cancellation or lapse of a policy will be the date notified to us by the Sub-Agent unless a third party with an interest in a policy declines to agree the cancellation or lapse of a policy.
When a third party with an interest in a policy declines to agree to a policy being lapsed or cancelled from the effective date notified by the Sub-Agent, the Sub-Agent will be responsible for any time on risk charge that will be made until such time as the third party accepts the instructions of the Sub-Agent to lapse or cancel a policy. This responsibility continues regardless of whether or not the Sub-Agent continues to act as agent of the policyholder.
10. Confirmation of the renewal of a policy
We do not automatically renew any policies therefore the Sub-Agent is required to provide confirmation of renewal of a policy to us, verbally or in writing, before the expiry date to ensure continuous cover.
In the absence of such verbal or written confirmation of renewal we may, without further reference to the Sub-Agent, notify third parties with an interest in a policy that it has been lapsed at renewal at the same time as we report that course of action on our part to the Sub-Agent.
11. Charges and additional fees levied by the Sub-Agent
We require the Sub-Agent to clearly identify in the documentation that they provide to policyholders any additional documentation fee or administration charge that they choose to apply over and above the premiums, additional and return premiums that are stated in the policy documentation issued by us.
Documentation fees or administration charges that the Sub-Agent chooses to apply must be differentiated from the values that we advise in the policy documentation that we issue on behalf of our underwriting insurers.
12. Data Protection and client confidentiality
We undertake to the Sub-Agent not to disclose to any third party any information that is provided to us in relation to a policyholder other than that data that we are required to disclose to our underwriting insurers and our own regulatory authorities.
The Sub-Agent undertakes not to disclose without the consent of the person whose rights are concerned, any information regarding the other’s business, or affairs of any insured or prospective insured in connection with this Agreement that could be reasonably be regarded as confidential.. Kay International Plc and the Sub-Agent each warrants to the other that it is registered or has notified the Information Commissioner under the Data Protection Act 1998 and undertakes at all times to comply with the provisions of that Act.
13. Agreement for us to deal direct with policyholders
We reserve the right to directly contact the policyholders and not pay commission in respect of the premiums paid under such insurances in any of the following circumstances:-
i. If there is or has been fraud by the Sub-Agent
ii. If civil or criminal charges are commenced against the Sub-Agent who acts for the policyholder, material to the operation of the business under the terms of this Agreement.
iii. If the administration of the account by the Sub-Agent is such as to prejudice the interest of the policyholder and/or we are required to do so to satisfy our obligations under any relevant legislation or code of practice
iv. If the policyholder requests in writing that they wish us to act on a direct basis.
14. Record of telephone calls
Notwithstanding the provisions contained in 18 below, and in accordance with the requirements of the UK Financial Conduct Authority (“FCA”), the Sub-Agent must note or record all telephone sales calls, post quotation administration (including renewal and claims telephone calls), retain a retrievable record of those telephone calls and make them available to us or to our underwriting insurers when requested to do so.
15. Transfer of personal data
If cover is transferred from one insurer to another the Sub-Agent will ensure that the policyholder has expressly consented to the transfer of personal data to the new insurer.
16. Claims
The Sub-Agent is not authorized to act on behalf of underwriting insurers or to bind them or make any statement concerning their liability in respect of any claim.
The Sub-Agent will notify us in a timely fashion of claims and will pass to us any correspondence or supporting documentation received in a timely fashion.
17. Termination
This Agreement may be terminated:-
i. at any time by mutual agreement; or
ii. by either Party on the expiry of 60 days written notice: or
iii. by either Party forthwith if the administration of the account is in the other’s reasonable opinion such as to prejudice the interest of the policyholder;
iv. by either Party forthwith if a resolution is passed or an order made for the winding up of the other (except for the purposes of bona fide solvent amalgamation or reconstruction) or upon the making of an administration order or the appointment of an administration receiver in respect of the other;
v. by either Party forthwith by written notice to the other if either Party is not authorized by the FCA in accordance with legislation or fails to retain such authorization.
17a) Consequences of Termination
Following termination of this Agreement we will:-
i. not accept any new business proposed by the Sub-Agent or issue any renewal invitations to the Sub-Agent.
ii. prepare a statement of account which must be settled by the relevant party within 7 days. Payment must also be made to us of any known premiums due that are not shown on the statement.
Following termination of this Agreement the Sub-Agent will co-operate fully with us to enable us, or insurers, to comply with our obligations to the policyholders.
Termination of this agreement shall not in any circumstances give rise to a claim for compensation by the Sub-Agent
18. FCA, legislation and codes of practice.
The Sub-Agent warrants that it will adhere to legislation and codes of practice that apply at all times during the currency of this Agreement and that immediate notification will be provided by the Sub-Agent to us should the FCA withdraw the Sub-Agent’s authorization to trade.
The Sub-Agent warrants that they will immediately advise us if they no longer satisfy the capital requirements set out in MIPRU4 of the Financial Conduct Authority’s handbook.
Nothing in this Agreement overrides the Sub-Agents duty to place the interest of the Policyholder above all other considerations nor shall this Agreement override any legal or regulatory requirement regarding the placing of insurance business.
19. Advertising/promotional materials and business names
Unless agreed by us, the Sub-Agent is not allowed to feature us or our underwriting insurers in advertising/promotional materials, or use business names in connection with the same. (We are required to submit all proposed advertising/promotional materials to underwriting insurers for their approval).
20. Complaints
The Sub-Agent shall inform us immediately in writing upon receipt of all complaints from policyholders and will give our underwriting insurers and us all reasonable co-operation in the investigation of complaints.
The Sub-Agent should not make any statement, representation or response to complaints without obtaining the prior written consent of our underwriting insurers or us; but the Sub-Agent shall acknowledge receipt of such complaints.
21. Liability for premiums
The Sub-Agent is responsible for ensuring that the policyholder is charged the correct premium for the insurance policy arranged. All monies received by them in respect of insurance premium and Insurance Premium Tax (“IPT”) or other taxes as applicable due to Kay International plc must be held separately from the funds of the Sub-Agent’s business in accordance with the requirements equivalent to those of the FCA. The Sub-Agent accepts responsibility for the payment of premiums arising from their instructions and will pay premiums due regardless of whether or not they are able to collect the premiums from the policyholder.
22. Settlement of accounts
Accounts are to be settled within 30 days from the date of the account.
23. Commission terms
We agree to pay the Sub-Agent commission on business placed through us and on renewal thereof whilst the business remains under the Sub-Agent’s control, in accordance with rates separately agreed in writing.
24. Jurisdiction and applicable Law
This Agreement shall be governed by and construed in all aspects in accordance with the laws of England and Wales and the Parties submit themselves to the exclusive jurisdiction of the English and Welsh Courts.
25. Variation
Any variation to the terms of this Agreement must be contained in writing and signed by both Parties.
26. Previous agreements
This Agreement supersedes any prior agreements between the Parties whether written or oral.
27. Professional Indemnity
The Sub-Agent warrants that they shall maintain Professional Indemnity Insurance complying with rules or codes of conduct from time to time of the FCA or any General Insurance regulatory body. A copy of this must be made available to us on request.
28. Risk Transfer
1. Unless otherwise confirmed the Sub-Agent shall be deemed to be the agent of insurers for the collection, receipt and/or return of premiums and the insurers will accept risk transfer in respect of such monies in accordance with FCA rules
2. As a condition of the grant of such consent by insurers, the Sub-Agent:
2.1 will have the appropriate regulatory authorisation and permissions to undertake the activities contemplated and fulfil their obligations under this Agreement;