This document sets out the terms of business upon which Structured Solutions Insurance Brokers Ltd (“SSIB”) agrees to act for you as its client. You should read this entire document carefully, as it contains details of our responsibilities to you and our regulatory obligations. It also identifies your own responsibilities both to us and to (re)insurers.Please contact us immediately if there is anything in these terms of business which you do not understand or with which you disagree.
BROKER INFORMATION
SSIB is authorized and regulated by the Bermuda Monetary Authority (BMA). The Firm Registration Number is 3835 and this may be checked on the BMA’s Register by visiting the website of the BMA at http://www.bma.bm or by contacting the BMA on + 441 295 5278.
SSIB is privately owned.
RELATIONSHIPS
As an independent insurance and reinsurance intermediary we act as the agent of the client. We are subject to the law of agency, which imposes various duties on us.
In certain circumstances we may act for, and owe duties of care to, other parties. However, we will only do this where it is consistent with our duty to manage conflicts of interest fairly. For example, in certain circumstances we may operate a binding authority then, in addition to our agency duties to you, we may have certain obligations to the insurer.
When processing a claim, in certain circumstances we may provide limited services for (re)insurers such as relaying instructions to adjustors, surveyors, lawyers, collecting fees etc. We will only do this where it is consistent with our duty to avoid any conflict fairly.
If you are a broker client, we owe a duty of care to you as our client and you in turn will owe a duty of care to your client. It is for you to discharge that duty and you must ensure you have authority to instruct us. It is for you to explain to your client their duties, including, but not limited to the duties of disclosure and utmost good faith. In addition, where you are subject to BMA regulation we will expect you to conduct yourself in accordance with BMA requirements.
If you are a broker client it is also your duty to ensure that you comply with all laws and regulations that apply to you. We are not responsible to you or anyone else for your failure to comply with any applicable laws and regulations.
We commit to conduct our business in accordance with the BMA’s Principles for Businesses. This means we will:
- conduct our business with integrity, and pay due regard to the interests of our customers and treat them fairly.
- conduct our business with due skill, care and diligence.
- pay due regard to the information needs of our clients and communicate information to them in a way which is clear, fair and not misleading.
- manage conflicts of interest fairly, both between ourselves and our customers and between a customer and another client.
- meet certain specified conditions where we hold Client Money.
- take reasonable care to establish and maintain such systems and controls as are appropriate to our business.
OUR SERVICES
We provide services to (re)insurance companies and commercial buyers of (re)insurance. We do not provide services to private individuals.
We will agree with you the most efficient programme design and placement strategy. As part of this process we may agree a target price with you and discuss the structure that is most appropriate such as:
- Single (re)insurer
- Limited panel of (re)insurers (facility, cover, binder, MGA etc.)
- Limited panels of competing (re)insurers (facility, cover, binder, MGA etc.)
- Open market – horizontal subscription placement
- Open market – vertical subscription placement
We provide services as an (re)insurance intermediary, including any risk management or consultancy services we agree to provide to you; we will not provide any legal, accounting, taxation or other specialist advice that may be required in connection with these services, and any assistance that we provide should not be construed as such.
YOUR DUTY OF DISCLOSURE
You are respectfully reminded of the importance of disclosing all facts or circumstances material to the (re)insurance, or a change to the information supplied prior to attachment of the proposed (re)insurance.
A fact or circumstance is material if it would influence the judgement of a prudent (re)insurer in fixing the premium or determining whether he would take the risk.
Should you fail to disclose any material fact or circumstance to (re)insurers or not act with utmost good faith, (re)insurers may avoid the contract.
There may also be a continuing duty to advise (re)insurers of any change in circumstances material to the (re)insurance during the period of such (re)insurance. Failure to provide such information may render the (re)insurance invalid.
You should seek our advice if in doubt as to whether any fact or circumstance should be disclosed.
(RE)INSURERS
Whilst we do not guarantee the performance of any (re)insurer we place business with, we do undertake an assessment of each company, taking into consideration a number of quantitative and qualitative criteria. In some cases we may ask you for specific approval of the proposed security. You should note that the financial position of a (re)insurer may change after cover is placed by us on your behalf.
You may be liable to pay the premium for a (re)insurance contract (either in full or pro rata) despite a participating (re)insurer becoming insolvent.
DOCUMENTATION
We aim to issue documentary evidence of cover in a timely manner setting out the basis of the cover, details of the security, the dates that the premium is due and any penalties for non-payment. The evidence of cover may be in the form of an (re)insurance policy, a certificate of insurance, a copy of the market reform contract or a cover note. This may be accompanied by a debit note or premium billing.
It is crucial that you:
- read your documentation carefully and inform us immediately if you have any concerns with the cover arranged for you; and
- keep your documents in a safe place while the contract remains open to you to make a claim.
PREMIUM
You must provide the premium due in cleared funds in accordance with the amount(s) and payment date(s) specified in the documentation we issue to you. Failure to do so may lead to the (re)insurers cancelling your (re)insurance contract. Where (re)insurers have specified that the premium must be received by a certain date, failure to comply may result in the automatic termination of your (re)insurance contract. Please supply us with sufficient details of any remittance made by you to enable us to allocate it against specific transactions.
OUR REMUNERATION
Our principal remuneration for arranging the (re)insurance will either be brokerage commission, (being a proportion of the (re)insurance premium paid by you and/or determined by the (re)insurer(s) with whom the (re)insurance is placed), or a fee agreed with you.
Our brokerage commission and/or fees in respect of a (re)insurance contract are deemed fully earned at inception, irrespective of when the (re)insurance premium is payable. We will therefore be entitled to retain all brokerage commission or fees in the event of cancellation or early termination of the (re)insurance.
In addition to brokerage commissions and fees, you should be aware that we may receive remuneration from (re)insurers which may include profit commission, for managing and administering binding authorities, covers, line slips or similar facilities, plus claims and administrative fees.
We remind you that you are entitled to request details of our remuneration at any time.
CLAIMS
Except as may otherwise be provided for in any (re)insurance contract we have placed on your behalf, you must notify us without delay of any claim or circumstances which may give rise to a claim. Failure to do so may compromise your right to recover in respect of a claim.
To notify a claim or circumstances, you should contact the person in SSIB through whom the (re)insurance was arranged, quoting the SSIB reference number. We will then advise you who will be handling the claim(s) on your behalf.
We will promptly remit claims payments to you after they have been received by us on your behalf.
However, in the event that an (re)insurer fails to meet its claim payment obligations or delays doing so we are not liable for any unpaid amounts.
Except where we agree with you, or because market practice determines otherwise, we will provide our claims handling service during the policy period for the policies placed by us. We reserve the right to charge a fee if the policy period has expired and you cease to be our client but request us to handle a claim on your behalf.
CLIENT MONEY
Client Money is money of any currency that we receive and hold in the course of carrying insurance mediation on behalf of our clients (including you) or which we treat as Client Money in accordance with the BMA Client Money Rules. A copy of these rules is available upon request.
Client Money will be held by us in a Non-Statutory Trust account. The aim of the trust is to protect the client in the event of our failure.
In such a circumstance, SSIB’s general creditors should not be able to make claims on Client Money as it will not form part of SSIB’s property.
We may co-mingle Client Money with (re)insurers’ Money (where we hold money and act on (re)insurer’s behalf) under the terms of the same Trust account when permitted to do so by the BMA.
The fact that we will hold money on trust may give rise to fiduciary duties which will be owed to you until the Client Money reaches the (re)insurer or product provider.
Due to arrangements with particular (re)insurers, we may receive and hold insurance monies as agent for the (re)insurers under a written agreement with such (re)insurers.
Where we do have such arrangements, the money received either from you or the (re)insurer will be deemed (re)insurer property whilst we hold it. So, if you pay a premium to us it will be treated as being received by the (re)insurer. It also means that if the (re)insurer pays claims money or return premiums to us that we fail to forward to you, the (re)insurer will still be liable to you.
Where we do not have such an arrangement with an (re)insurer, money received from you will be your property until we pay it over to the (re)insurer. It also means that, if the (re)insurer pays claims money or return premiums to us, it will be held by us on your behalf until we forward it to you.
The use of a non-statutory trust account does mean that we are entitled to and may use Client Money held on behalf of one client to pay another client’s premium before the premium is received from that other client, and to pay claims and premium refunds to another client before we receive payment from the (re)insurer. However, we are not entitled to use Client Money to withdraw our commissions before we receive the relevant premium from the client.
Any interest earned on Client Money held by us will be retained by us for our own use.
PAYMENT TO THIRD PARTIES
We may transfer Client Money to another person, such as another intermediary or agent, for the purpose of effecting a transaction on your behalf through that
person. This may include intermediaries or agents
outside Bermuda.
The legal and regulatory regime applying to an intermediary or agent outside Bermuda may be different from that of Bermuda and, in the event of a failure of the intermediary or agent, this money may be treated in a different manner from that which would apply if the money were held by an intermediary or agent in Bermuda. You can notify us if you do not wish your money to be passed to a person in a particular jurisdiction.
We have a policy in place to ensure personnel do not directly or indirectly (through third parties) make an offer, promise or payment of money or any other thing of value to government officials in order to assist in obtaining or retaining business.
If you are a broker client you are reminded that any commission that we agree to share is not for the purpose of making, directly or indirectly, any contribution to any political candidate, campaign, or related concern. Moreover, you recognize that you are not authorized to make any contributions from your commissions to any political candidate, campaign, or concern on behalf of us.
FINANCIAL CRIME
We may ask for evidence of identity at the start of our business relationship. In the absence of such evidence, we may be unable to act for you. In accordance with our obligations under legislation covering anti-money laundering, financial crime, anti-terrorism activity, sanctions, bribery and corruption, where knowledge or suspicion of such activities arises, we may pass certain information known to, or suspected by, us to the appropriate authorities. Where this is the case, we will be prohibited from disclosing this information to you.
WHAT TO DO IF YOU HAVE A COMPLAINT
If you wish to register a complaint, please contact us as below:
Mr. Dean Carberry, Suite 501, 5th Floor, Cumberland House, 1 Victoria street, Hamilton HM11, BERMUDA.
By phone: + 1 441 295 5234
CONFIDENTIALITY
All information of a non-public, confidential or proprietary nature provided by you to us will remain confidential, and will only be discussed in the normal course of negotiation, maintenance or renewal of your (re)insurance contracts, unless you have consented otherwise. Disclosure may also be made to our regulator to fulfill its regulatory function or to our professional advisers or where we are legally obliged to disclose the information.
DATA PROTECTION
We are registered under the Data Protection Act 1998 and we undertake to comply with the Act in our dealings with you.
CANCELLATION
Either you or we may terminate this agreement for the provision of our services by giving at least thirty days’ notice in writing. In the event of cancellation, we shall be entitled to receive in full our brokerage commission or fee in respect of any (re)insurance contracts we have placed on your behalf before the date or termination.
EMAILS
We shall communicate with you via email, amongst other media, unless you advise us otherwise. We would like to highlight the risks of communicating in this way such as security and virus risks, unauthorized access and the risk of corruption of data. We have taken reasonable steps to ensure the security of data. By communicating in this way it will mean that once you have accepted an offer a binding contract will be created with ourselves, your (re)insurers or a third party.
It is agreed that the time of receipt of an email is the time when it becomes capable of being retrieved by the addressee at the addressee’s electronic address. The place of receipt will be where the addressee has its principle place of business regardless if the information system is located at a different address.
We each agree that a contract made electronically is concluded at the place and at the time at which the email message containing the acceptance of an offer is capable of being retrieved by the addressee at the addressee’s electronic address. This is not, then, dependent upon the addressee having opened the electronic message. Similarly, other communications sent by email will be deemed to be received by each of us on the same basis.
Where an email on the face of it appears to be corrupted, incomplete or tampered with in any way it is the duty of the recipient to contact the sender and to advise of this as soon as reasonably possible and ask for it to be resent. Failing that the sender (unless there was a transmission error by the sender) is entitled to consider that its email message has been correctly sent.
SEVERABILITY
If any provision of these terms of business is found to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms of business and the remainder will continue to be valid and enforceable.
RIGHTS OF THIRD PARTIES
No provision of these terms of business will be enforceable, by virtue of the Contracts by any person other than you or us.
LAW AND JURISDICTION
These terms of business shall be governed by and construed in accordance with Bermuda Law. In relation to any legal action or proceedings arising out of or in connection with these terms of business we both irrevocably submit to the exclusive jurisdiction of the Bermuda courts.