New Online Professional Indemnity Facility

1.1 Definitions

In this Agreement (including in the Background above):

Protection Act 2018 and all regulations made thereunder, and any guidance issued by the Data Protection Commission in Ireland;

means the term commencing on the Commencement Date and enduring until this Agreement is terminated in accordance with its terms;

1.2 Construction

In this Agreement, unless the contrary intention is stated:

2.1 Authority Granted to Retail Broker

2.2 Restrictions on Authority of Retail Broker

(c) Give credit on the Wholesale Broker’s behalf;

(d) Negotiate or settle any claim, admit liability or agree quantum in relation to any such claim under

any insurance policy; (e) Endorse cheques, money orders, drafts, postal orders or other negotiable instruments made payable to the Wholesale Broker; (f) Transfer or assign any authority granted under this Agreement; (g) Enter into any sub-broker or wholesaling arrangement in respect of any of the products or services authorised by this Agreement.

2.3 Authority to Handle Premiums and Funds

Further to Clause 2.1.2(b) above:

2.4 Authority to Issue Documentation

Further to Clause 2.1.2(c) above:

3.1 Payment of Commission

3.2 Supply of Documents, Information and Assistance

3.3 Cascading Risk Transfer

4.1 Primacy of Client Relationship with Retail Broker

4.2 Direct Marketing and Cross-Selling

5.1 This Agreement shall not operate so as to create a partnership or joint venture of any kind between

the Parties hereto or constitute, save as expressly provided otherwise, either Party as an agent of the other.

6.1 Hold Harmless

6.2 Compliance

In relation to the dealings to which this Agreement applies, each Party shall:

6.3 Reliance

Industry Practice.

6.4 Assistance

6.5 Staffing

6.6 Data Protection

(d) "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.

6.7 Confidentiality

6.8 Extension of Confidentiality Obligation

6.9 Complaints Concerning Other Party

6.10 Intellectual Property

6.11 Events Affecting the Notifying Party

The relevant Party shall notify the other of the following as soon as reasonably practicable:

6.12 Sub-Contracting and Assignment

6.13 Change of Control

6.14 Professional Indemnity Insurance

6.15 Anti-Bribery and Anti-Corruption

6.16 Financial Sanctions and Embargoes

6.17 Anti-Money Laundering

7.1 Right of Termination

granted hereunder.

7.2 Effect of Termination

8.1 The Retail Broker will retain any of the records created or held by it in its capacity as agent of the

Wholesale Broker under the Agreement for such time as is appropriate and in line with Data Protection Regulations and for a minimum of six years.

8.2 The Retail Broker agrees to allow the Wholesale Broker, on reasonable written notice, to inspect and

to take copies of the following: (a) The accounting records pertinent to any Insurance Business including information relating to the receipt and payment of premiums and claims and documentation created under this Agreement such as any insurance contract or slip endorsements, addenda or bordereaux in the possession of the Retail Broker relating to the Insurance Business; and (b) Documents as may be in the possession of the Retail Broker which were disclosed to the Wholesale Broker by the Retail Broker in respect of any Insurance Business including, but not limited to, documentation relating to the proposal for the Insurance Business, the placing thereof (including endorsements and reinstatements) and any claims thereunder.

8.3 On termination of this Agreement for whatever reason and on reasonable written notice the Retail

Broker will deliver up to the Wholesale Broker such documentation if requested.

9.1 The Parties shall use all reasonable endeavours to settle amicably any concerns, issues or disputes

that arise under this Agreement or the performance or non-performance of any obligations hereunder. This settlement endeavour shall include the Parties liaising with the representative body of either Party if requested by either Party.

9.2 If, within 30 Business Days of the matter in dispute being raised, the dispute is not resolved then

the Parties will attempt in good faith to settle the dispute by mediation, as defined and prescribed by the Mediation Act 2017.

9.3 If a dispute is not resolved by mediation or if either Party refuses to participate in the mediation

procedure, such dispute shall be referred to arbitration of a single arbitrator. The final decision of who will act as arbitrator must be mutually agreed upon between the Parties or, failing such agreement within 10 Business Days of the first suggestion for arbitrator, either Party may request the President or a Deputy President for the time being of the Law Society of Ireland to appoint a person as arbitrator. Every such submission to arbitration shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 2010.

10.1 Force Majeure

10.2 Notices

email at the time the email leaves the IT system of the sender. In the event of service by email, a copy of said notice shall in all cases be sent by post to the address given or such other address as may be notified from time to time.

10.3 Entire Agreement

10.4 Variation

10.5 No Waiver

10.6 Severance

10.7 Counterparts

10.8 Governing Law and Jurisdiction