Terms and Conditions of Appointment as an Insurance ... - Aviva

Terms and Conditions of Appointmentas an Insurance Intermediary ofAviva Life & Pensions Ireland Limited

Terms and ConditionsTerms and Conditions of Appointment (“T&Cs”) as an Insurance Intermediary of Aviva Life & PensionsIreland Limited a company registered in Ireland and having its principal place of business at One ParkPlace, Hatch Street, Dublin 2 (hereinafter called “Aviva”).Please read these T&Cs carefully. These T&Cs will constitute a legally binding agreement betweenAviva and you the Intermediary for Business conducted with Aviva on or after the Date of Effect. Bysubmitting business to Aviva after the Date of Effect, you agree to these T&Cs.Aviva hereby appoints you, the Insurance Intermediary(the “Intermediary”) as its non-exclusive intermediaryfor the purpose of the Business in accordancewith these T&Cs (as hereinafter defined) and theIntermediary accepts such appointment on the termscontained in these T&Cs.SECTION 1.0 - DEFINITIONS ANDCONSTRUCTION1.1 Definitions1.1.1 “Applicable Laws and Regulations”, allapplicable laws and regulations and allrelevant codes, guidelines and requirementsissued by a relevant competent regulatory orgovernmental authority from time to time;1.1.2 “Aviva’s Property”, all certificates, books,proposal and other forms, policy and renewaldocuments, prospectuses, advertisingmaterial, show cards, books, stationery,official documents, computer software andmaterials of every other description furnishedby Aviva for use by the Intermediary inconnection with the business of Aviva duringthe term of this appointment;1.1.3 “Business”, the business of insuranceintermediary in respect of Insurance Policiesincluding, without limitation, performing theduties set out at Clause 4 herein;1.1.4 “Business Day”, a day on which banks areopen for business in the Territory;1.1.5 “Change in Control”, in the context of i)a company, a change in holding companywithin the meaning of Section 155 of theCompanies Act 1963; or ii) a partnership, achange in the majority of the partners; oriii) a sole trader, a change in the sole traderoperating the Intermediary;1.1.6 “Client”, a client of the Intermediary;1.1.7 “Commission Arrangements”, thearrangements in place between theIntermediary and Aviva at the Date of Effectas may be modified from time to time bywritten notice of Aviva to the Intermediary;1.1.8 “Date of Effect”, means(i)in respect of the T&Cs as originally issuedthe Business Day next following the dateon the covering letter sending theseT&Cs to the Intermediary;(ii) in respect of the T&Cs as amended fromtime to time by Aviva in accordance withClause 22.1 whichever as determined byAviva of (a) a date specified by Aviva or(b) the Business Day next following thedate on the covering letter sending theamended T&Cs to the Intermediary;1.1.9 “Insurance Policies”, policies of life assuranceunderwritten by Aviva for Clients resident inthe Territory;1.1.10 “Parties”, Aviva and the Intermediary, each aParty as appropriate;1.1.11 “Separate Agreement”, any otheragreement entered into between the Partiesincluding without limitation any WriteNowagreement;1.1.12 “Territory”, the Republic of Ireland;1.1.13 “T&Cs”, these terms and conditions as maybe amended from time to time by Aviva inaccordance with Clause 22.1;1.1.14 “Unsatisfactory Conduct”, conduct thatwould not be reasonably expected of aproperly qualified and competent andprudent insurance intermediary carrying onthe business of an insurance intermediary inthe Territory1.1.15 “WriteNow”, the online service by thatname provided by Aviva to intermediariesappointed by Aviva.

Terms and Conditions1.2 Construction1.2.1 References in these T&Cs to any statutoryprovision shall be deemed also to refer toany statutory modification, re-enactmentor consolidation thereof or any statutoryinstrument, order or regulation madethereunder or under any such modification,re-enactment or consolidation.1.2.2 Words denoting the male gender shall bedeemed to include the female and neutergenders and words denoting the singularshall be deemed to include the plural whereappropriate and vice versa.1.2.3 The term “governmental authority” shallwhere appropriate, and in particular butwithout limitation in relation to pensionsInsurance Policies, include the RevenueCommissioners,1.2.4 Headings used in these T&Cs are for easeof reference only and shall not affect theinterpretation of any provision hereof.1.3 Agreement, Scope and Authority1.3.1 These T&Cs explain how Aviva will conductbusiness with the Intermediary on or afterthe Date of Effect. By submitting businessto Aviva after the Date of Effect, theIntermediary agrees to these T&Cs.1.3.2 In all the Intermediary’s dealings withAviva (including but not limited to businesssubmitted to Aviva electronically) theIntermediary warrants that the Intermediaryis acting with the Client’s full authority atall times unless the Intermediary notifiesAviva otherwise in writing. Unless otherwisespecified to the contrary in these T&Cs,Aviva do not act as the Intermediary’s agentor as the agent of the Client under anycircumstances.1.5 Nothing in these T&Cs limits our discretion todecline an application for an Insurance Policy,offer different terms on which Aviva acceptssuch applications, withdraw Business, changeBusiness or vary conditions on which Businessis sold.1.6 These T&Cs operate between theIntermediary and Aviva only and they do notcreate any contractual relationship betweenAviva and any director, partner, member,employee, adviser, agent or Client of theIntermediary.1.7 Aviva will assume that any Person givinginstructions to Aviva on the Intermediary’sbehalf has the authority to act for theIntermediary but Aviva reserves the rightto ask for evidence of such authority orconfirmation of instructions received.1.8 These T&Cs are not intended to and donot create any agency, partnership or jointventure or (other than for the purposes of theBusiness) agency, between the Intermediaryand Aviva.SECTION 2.0 - APPOINTMENT OFINTERMEDIARY2.1 Appointment2.1.1 Aviva hereby appoints the Intermediary tobe the non-exclusive insurance intermediaryof Aviva for the purposes of the Business inaccordance with the terms of these T&Cs.2.1.2 Unless otherwise stated, the Intermediaryshall act solely in the capacity of an insuranceintermediary acting on behalf of, and asintermediary for, the Client.2.1.3 Nothing in these T&Cs shall be deemed toconstitute a partnership, association, jointventure or other co-operative enterprisebetween the Parties.2.1.4 Nothing herein contained shall restrict Avivafrom appointing other insurance intermediariesto do business of a nature similar to theBusiness or otherwise or prohibit the salethrough alternative distribution channels byAviva, of Insurance Policies.2.1.5 Neither these T&Cs nor any provisionhereof shall detract from, limit or otherwiseaffect any duties, liabilities, obligations orresponsibilities of the Parties under anySeparate Agreement and in the event ofany inconsistency between the terms ofthese T&Cs and the terms of any SeparateAgreement, the terms of any such SeparateAgreement shall prevail. Termination ofthese T&Cs shall not affect the validity ofa Separate Agreement and termination ofa Separate Agreement shall not affect thevalidity of these T&Cs.

Terms and Conditions2.1.6 Unless expressly authorised in writing byAviva to do so under the terms of these T&Csor any other written agreement (includingany Separate Agreement) between the Partiesand then only in strict accordance with theterms of that express written authority, theIntermediary is not empowered to and shallnot or shall not purport to:(a) effect Insurance Policies on behalf of Avivaand the Intermediary must make it clearto Clients that the Insurance Policies willonly be effective upon issue by Aviva;(b) alter, modify, waive or change in anyway whatsoever the terms, rates ofpremium or conditions of the InsurancePolicies without the prior written consentof Aviva;(c) provide cover on behalf of Aviva orotherwise incur any liability on behalfof Aviva or bind Aviva by any statementwritten or oral and accordingly Avivashall not be obliged to accept anyproposal for insurance or renewal of anyexisting policy;(d) endorse cheques, money orders, drafts,postal orders or other negotiableinstruments made payable to Aviva;(e) negotiate the settlement of any claimunder an Insurance Policy nor admitliability nor agree quantum on behalf ofAviva in relation to any such claim.SECTION 3.0 - OBLIGATIONS OF THEPARTIES3.1 General3.1.1 In relation to the obligations of the Partieshereunder, the Parties shall each obtain andmaintain all licences, permits, authorisations,registrations and approvals which arenecessary for the conduct of their businessin the Territory and shall at all times observeand comply with Applicable Laws andRegulations in the conduct of their respectivebusinesses.3.1.2 Neither of the Parties shall do or omit to doany act or thing which may prevent, impedeor hinder the other in the discharge of itslegal or regulatory obligations.3.2 Data Protection3.2.1 The Parties agree to comply with theirrespective obligations under the DataProtection Acts 1988 and 2003 as may beamended from time to time and any otherapplicable data protection laws (togetherthe “DPA”) and the Parties shall providesuch assistance to each other as may bereasonably required in this regard. Aviva,acting as data controller under the DPA inrespect of the personal data provided to it bythe Intermediary in connection with carryingon of the Business, recognises that theIntermediary may also act as data controller inrespect of such personal data. To the extentthat the Intermediary acts or is held to act asdata processor for Aviva under the DPA, theIntermediary undertakes to comply with thefollowing terms:(a) having regard to the cost ofimplementing technical andorganisational security measures andto technological development, theIntermediary shall implement measuresto ensure a level of security appropriateto the harm that might result fromunauthorised or unlawful processing oraccidental loss, destruction or damage topersonal data, and to reflect the natureof the personal data to be protected;(b) the Intermediary shall notify Aviva ofany breaches of its security (includingany unauthorised or accidental access)which are likely to or actually affect thepersonal data or its security immediatelyupon becoming aware of such a breach;(c) process the personal data (on behalf ofAviva) exclusively for the carrying on ofthe Business but for no other purposeswhatsoever and/or solely in accordancewith the written instructions of Aviva;and(d) permit Aviva, upon reasonable notice,to carry out an audit in relation tothe Business to satisfy itself that theIntermediary is complying with the DPAin respect of the Business.3.2.2 The Intermediary understands and shallinform Clients:

Terms and Conditions(aa) The information provided to Aviva maybe used, stored and processed by, Aviva,other Aviva Group companies, its or theircommercial partners, authorised agents/service providers and/or successors, oncomputer systems and/or in paper filesfor the following purposes: (i) to provideand administer financial services/productsrequested; (ii) to comply with applicablelegal or regulatory obligations; and (iii)for other legitimate business interestsof Aviva, including marketing that theClient has permitted and protectionagainst non-disclosure of material factsand fraud.(bb) In connection with these purposes,information may be shared, both insideand outside the European EconomicArea, with our other insurance andfinancial services companies includingthose within the Aviva Group and thirdparties such as reinsurance companies,medical practitioners, the Irish InsuranceFederation, trustees/administrators andsponsoring employers of pension plans,other insurance and financial servicescompanies, Aviva’s service providerssuch as those to whom Aviva outsourcescertain business operations, professionaladvisers, private investigators who maybe instructed to investigate a claim,reputable external agencies and asrequired by law.(cc) To assist in preventing, detecting and/or protecting Aviva’s clients and Aviva/Aviva Group companies from theft andfraud, Aviva may also use informationprovided to make searches of Aviva/Aviva Group company records. Iffalse information is given or there isa failure to disclose information andAviva suspects fraud, Aviva will recordthis. Aviva also participate in the LifeAssurance Registry, which is operatedby The Irish Insurance Federation for thepurpose of sharing of information amonginsurance companies as a check againstnon-disclosure.(dd) In the event of an application for anInsurance Policy not proceeding or apolicy ceasing, information provided inconnection with such may be retainedfor as long as is permitted by law andmay be shared as outlined above whereapplicable.(ee) Where sensitive personal data inrespect of a Client, for example datarelating to physical or mental health,are provided, access to and disclosureof this information will be restricted tothat necessary for the purposes set outabove, in particular for administeringthe contracts of insurance/productsrequested (including underwriting,processing, claims handling, reinsurance,protection against non-disclosure andfraud prevention).and(ff) about other processing activities as Avivamay notify to the Intermediary from timeto time.3.3 Confidential Information3.3.1 Save for the purposes of consultingprofessional advisers, auditors and bankersand if and to the extent required inconnection with any insurance, reinsuranceor any other products or services providedby Aviva or as may be necessary for theperformance of their respective obligationsunder these T&Cs or any other SeparateAgreement, each of the Parties agrees tokeep confidential, protect and not discloseto any third party, all and any confidentialinformation, technical data and trade secretsof the other party including informationconcerning a Client (save as is required forthe performance of its respective obligationsunder these T&Cs or any other SeparateAgreement) together with any informationwhich may have been obtained by Aviva inthe exercise of its rights under these T&Csor any other agreement between the Partiesand each of the Parties shall further usereasonable care to prevent such disclosure byany of its past and present employees, agentsand representatives with the exception ofany information which is publicly available orbecomes publicly available otherwise than asa result of a breach of this provision or anyother confidentiality agreement relating toany of the matters referred to in these T&Csor any other agreement between the Parties

Terms and Conditionsand shall not use or disclose such informationexcept with the prior written consent ofthe other party or as required by law or inaccordance with the order of a court ortribunal of competent jurisdiction.3.3.2 Where either Party is required by law orrequested to disclose information relating tothe other Party, to any competent regulatoryor governmental authority, or in accordancewith the order of a court or tribunal ofcompetent jurisdiction, the Party upon whomsuch requirement is imposed or of whomsuch request is made shall, in so far as itin its reasonable opinion determines that itis appropriate and lawful to do so, consultwith the other Party prior to such disclosurewith a view to providing the opportunity forthe other Party to contest such disclosure orotherwise to agree the timing and contentof such disclosure. In any event, the Partymaking such disclosure shall, unless in itsreasonable opinion determines that it isinappropriate to do so, notify the other Partyimmediately of the disclosure.The provisions of this Clause 3.1.4 shallcontinue without limit in point of time andshall not terminate upon the termination ofthis appointment.SECTION 4.0 - DUTIES OF INTERMEDIARY4.1 Processing of Client Information4.1.1 The Intermediary shall use its best endeavoursto:(a) ensure that all questions on proposalforms in connection with InsurancePolicies are completed correctly, clearlyand fully by the Client;(b) forward all proposals to Aviva as soonas received by the Intermediary andin accordance with any arrangementsadvised to the Intermediary by Avivafrom time to time;(c) promptly seek from the Client anyfurther information required by Aviva inorder to confirm the acceptability of theproposal to Aviva;(d) notify Aviva immediately upon beingnotified of any claim or any possibleclaim under any Insurance Policy andassist Aviva in responding to a claimin accordance with any arrangementsadvised to the Intermediary by Avivafrom time to time; and(e) notify Aviva immediately of any otherrelevant correspondence received froma Client or other party in relation toan Insurance Policy and assist Aviva inresponding to that correspondence.4.2 Handling of FundsThe Intermediary shall adopt best practiceand comply in every respect at all timeswith Applicable Laws and Regulations asregards the receipt, acknowledgement,handling, safekeeping, banking, accounting,documenting, recording, transfer andmanagement generally of all premiums andfunds held by them whether or not in afiduciary capacity on behalf of Aviva or theClient. In the absence of specific authorityin writing from Aviva nothing herein shall beconstrued as authorisation from Aviva for theholding of such premiums or funds by theIntermediary.4.3 Client Premium AccountsThe intermediary will subject to and inaccordance with Applicable Laws andRegulations operate and lodge moneyit receives in respect of a premium to asegregated bank account to be designated“client premium account”. In particular butwithout limitation on the foregoing, subjectto and in accordance with Applicable Lawsand Regulations, the Intermediary shall:(a) ensure that all payments from a clientpremium account clearly state thatthe payment emanated from a clientpremium account(b) ensure that a client premium account isnever overdrawn(c) ensure that only debits and credits asspecified under Applicable Laws andRegulations are passed through a clientpremium account and(d) carry out and retain, on a monthly basis,a detailed reconciliation of amounts dueto regulated entities with the balance oneach client premium account it operates.

Terms and Conditions4.4 Notification of InformationThe Intermediary shall notify Aviva as soon asreasonably practicable:4.4.1 of any change in the business address,telephone or fax number, email address orother contact details of the Intermediary;4.4.2 of any change in the ownership, partners,directors or control of the Intermediary orany change in its capital structure or anysubstantial disposal or diminution in theassets of the Intermediary or any substantialchange in the management team of theIntermediary;4.4.3 of any intermediary appointment theIntermediary holds with any other insurer isterminated;4.4.4 if the Intermediary is in breach of any ofits obligations under any provision of theseT&Cs;4.4.5 if the Intermediary’s licence, permit,authorisation, registration or approval whichis necessary for the conduct of its business inthe Territory is revoked or notice is receivedof an intention to revoke, or the Intermediaryotherwise ceases to be authorised to carry onthe business of an insurance intermediary inthe Territory;4.4.6 if the Intermediary or any owner, director,partner, manager or employee of theIntermediary is sanctioned as the result ofdisciplinary action instituted by any relevantcompetent regulatory or governmentalauthority or is convicted of any criminaloffence;4.4.7 if the Intermediary, being an individual,is adjudicated bankrupt, or being acompany, goes into liquidation or entersinto a composition or arrangement with itscreditors or has a receiver appointed over allor any part of its assets or has an examinerappointed, or being a partnership is dissolved.SECTION 5.0 - OBLIGATIONS OFINTERMEDIARY5.1 Compliance with Laws and Regulations5.1.1 The Intermediary shall, in the carrying onof the Business and the performance of itsobligations and duties under these T&Cs,at all times comply with Applicable Lawsand Regulations. In particular and withoutlimitation, the Intermediary shall complywith all applicable anti-money launderingrequirements, data protection requirements,Consumer Protection Code requirements, theEuropean Communities (Insurance Mediation)Regulations 2005, the Minimum CompetencyRequirements and all obligations imposedon insurance intermediaries operating in theTerritory.5.1.2 The Intermediary shall ensure that allapplicable requirements of the ConsumerProtection Code and all other applicableconsumer protection requirements in theTerritory, including without limitation, thePensions Act, 1990, the Consumer ProtectionAct 2007, the European Communities(Distance Marketing of Consumer FinancialServices) Regulations 2004 and the Lifeassurance (Provision of Information)Regulations 2001 are satisfied in relationto the Insurance Policies and that theClients have been provided with all requiredinformation and documents as described inthose aforementioned requirements.5.1.3 The Intermediary shall do all things necessaryto assist Aviva to comply with its obligationsunder all Applicable Laws and Regulations.5.2 Expertise and Skill5.2.1 The Intermediary warrants that it shallin the performance of its duties underApplicable Laws and Regulations and theseT&Cs, exercise the skill, care and diligenceto be expected of a properly qualifiedand competent and prudent insuranceintermediary experienced in carrying out workof a similar size, scope and purpose to theduties being carried out by the Intermediaryunder these T&Cs.5.2.2 The Intermediary shall be responsible forproviding properly trained and competentstaff necessary or appropriate to perform itsand their respective duties under these T&Csand in particular but without limitation isresponsible for ensuring all relevant staff meetthe Minimum Competency Requirements setout by the Central Bank of Ireland.

Terms and Conditions5.3 Use of Documents5.3.1 In carrying on of the Business, theIntermediary will use in connection with theInsurance Policies, only such documentation(including quotations and illustrations) asare accurate and consistent with the termsand conditions attaching to such InsurancePolicies provided always that Aviva shall beresponsible for the accuracy and consistencyof such documentation provided by Aviva.5.3.2 Unless the written authority of Aviva shall havefirst been obtained, the Intermediary shall notutilise any book, newspaper, publication orother media for advertisements in any wayrelating to Aviva or bearing the trade mark ortrade name of Aviva or any of its products.5.3.3 The Intermediary will not use any documentswhich would bring into disrepute, the nameor goodwill attaching to Aviva or any of theInsurance Policies provided always that theIntermediary shall not by these T&Cs, berestricted in any way from furnishing bestadvice to its Clients and pursuing its businessas an insurance intermediary.5.4 Maintenance of StandardsThe Intermediary shall use its best endeavoursin carrying on of the Business and carryingout the other duties of the Intermediaryunder these T&Cs, to meet the standardsreasonably expected of a properly qualified,competent, prudent and registered insuranceintermediary operating in the Territory.5.5 Professional Indemnity Cover5.5.1 Without prejudice to its other obligations andliabilities under these T&Cs, the Intermediaryshall maintain professional indemnity coverwith an insurer without any unusuallyonerous conditions and with a level ofindemnity of not less than the amountsspecified in Applicable Laws and Regulations,in relation to each such type of liability. Theinsurance shall cover acts or omissions arisingout of the performance by the Intermediaryof its obligations under these T&Cs.5.5.2 The Intermediary shall produce to Aviva uponwritten request, satisfactory evidence of theinsurance arrangements referred to abovewithin 5 Business Days of receiving such arequest.5.5.3 The Intermediary shall notify Aviva in writingimmediately if it contemplates ceasing, orceases, for any reason, to maintain the saidinsurance on its then current terms.5.5.4 The Intermediary should maintain anappropriate disaster recovery plan forthe prompt and efficient handling of anyoccurrence which would impair its abilityto perform the obligations required of it bythese T&Cs.5.6 Access to Records5.6.1 The Intermediary shall maintain properrecords in relation to the Business and shallpursuant to these T&Cs, afford to Aviva,its internal and external auditors and otherprofessional advisers, and to all relevantcompetent regulatory or governmentalauthorities, on reasonable written notice,access to its computer databases, computerrecords, computer software, microfiche andany other means of storing informationincluding books, documents and records tothe extent that the same relate to the subjectmatter of these T&Cs and shall permit themto take and remove copies of the records. Inaddition, the Intermediary shall furnish themwith such information with regard thereto asAviva may reasonably require in such formand in such manner as Aviva may reasonablyspecify (including on computer disk or bymagnetic, optical or other media).5.6.2 The Intermediary shall comply with any requestfor information or records relating to theBusiness or the Insurance Policies received byeither of the Parties from a relevant competentregulatory or governmental authority.5.6.3 If at any time after this appointment hasterminated the Intermediary wishes to destroythe said relevant records, the Intermediarywill contact Aviva and if so required byAviva arrange to transfer such records to theownership of Aviva.5.6.4 The Intermediary shall permit Aviva, theother parties referred to in Clause 5.6.1above and a relevant competent regulatoryor governmental authority, on reasonablewritten notice, such access to its premisesas may be necessary for the purposes ofClauses 5.6.1 and 5.6.2 above. If Aviva is notsatisfied at any time with any inspection of

Terms and Conditionsany books, documents or records pursuantto Clause 5.6.1 above, it may at its ownexpense procure an audit (whether financial,underwriting or other) of such computerrecords, books, documents and records andthe Intermediary shall cooperate with andfacilitate such audit and promptly take suchsteps as may be reasonably necessary toremedy any defects highlighted by such audit.5.6.5 The Intermediary shall give Aviva’s internalauditors and external auditors suchinformation and explanations as theyreasonably consider necessary for theperformance of their duties as auditors.5.6.6 The Intermediary shall comply with ApplicableLaws and Regulations as regards themaintenance of records and the granting ofaccess to such records.5.6.7 The Intermediary undertakes and/or warrantsthat it is fully licensed to use any and allsoftware that is used for the Business andthat to the extent Aviva (or any other party inexercise of rights under these T&Cs) requiresa licence to use any such software in orderto exercise its rights under these T&Cs, theIntermediary will arrange at the Intermediary’sexpense for the appropriate licences to beobtained.5.7 Consequences of Unsatisfactory Conductby IntermediaryIn the event of Unsatisfactory Conduct bythe Intermediary in the performance of itsduties under these T&Cs Aviva reserves theright to do any of the matters described inSections 5.7.1 to 5.7.3 below. Prior to theexercise of Aviva’s rights hereunder, it willuse the Dispute Resolution process set out inSection 15, except if, in Aviva’s opinion, suchUnsatisfactory Conduct requires notificationto a relevant competent regulatory orgovernmental authority.5.7.1 Communicate directly with holders ofInsurance Policies or Clients in respect ofmatters relating to Insurance Policies onwhose behalf the Intermediary has beendealing with Aviva.5.7.2 Take any available remedy to protect theinterests of the holders of Insurance Policiesor Clients.5.7.3 Take any available remedy for the recoveryof any monies payable and documents dueto Aviva or a Client in connection with anyInsurance Policy or under the terms of theseT&Cs.SECTION 6.0 - DUTIES OF AVIVA 6.1Payment of Commission6.1.1 The Intermediary shall be entitled to receivecommission from Aviva in respect of aparticular Insurance Policy on the followingconditions:(a) the appointment as an Intermediary wasin force at the time the Insurance Policywas effected;(b) the business was introduced by theIntermediary and the Intermediarycontinues to act for the Client;(c) Aviva has received all the premiumspayable to date for the Insurance Policy.6.1.2 Commission shall be payable by Aviva tothe Intermediary in accordance with theCommission Arrangements. Aviva reservesthe right by written notice to the Intermediaryto vary the Commission Arrangements orother remuneration arrangements generallyto include (without limitation) in respectof Insurance Policies in force when theamendment takes effect.6.1.3 Commission payable to the Intermediary byAviva in respect of any class of insurancebusiness may be subject to set-off against anymonies due to Aviva from the Intermediary.6.1.4 Commission shall not be payable on thebusiness initiated by the Intermediary:(a) unless otherwise determined and notifiedto the Intermediary in writing by Aviva,following termination of the appointmentof the Intermediary in accordance withthese T&Cs;(b) unless otherwise determined andnotified to the Intermediary in writingby Aviva, where, at the direction of theClient, the Intermediary is no longer theintermediary for the Client in respect ofthat Insurance Policy;(c) in the event of the Intermediarybecoming bankrupt, insolvent, going into

Terms and Conditionsliquidation or entering into a compositionwith any creditors, or having a receiver orexaminer appointed;(d) if the Intermediary is in breach of anyof its obligations under these T&Cs andhas not remedied that breach to thesatisfaction of Aviva within 28 BusinessDays of that breach having occurred.6.1.5 The payment of commission shall constitutethe entire payment by Aviva to theIntermediary in respect of the Business andthe Intermediary shall not be entitled to anyother payment. In particular but withoutlimitation the Intermediary shall not beentitled to any other payment in respectof any expenses or outlays incurred by theIntermediary in connection with or pursuantto the terms of these T&Cs. The Parties agreethat all payment for the carrying on of theBusiness should be compliant with ApplicableLaws and Regulations.6.2 Supply of DocumentsAviva shall as it considers reasonable andappropriate to its role as underwriter of theInsurance Policies:6.2.1 at its own expense, supply the Intermediarywith or make available to the Intermediaryrelevant and reasonable information anddocumentation relating to Aviva and theInsurance Policies to enable the Intermediaryto properly carry on of the Business and carryout its obligations under these T&Cs;6.2.2 at its own expense, supply the Intermediarywith or make available to the Intermediarysuch catalogues, pamphlets and otheradvertising or marketing material to enablethe Intermediary to carry on the Business andcarry out its obligations under these T&Cs.6.3 Response to Information RequestsAviva shall, unless it determines that it isinappropriate to do so by reason of anyconflict with Applicable Laws and Regulations,Client confidentiality, market practice orotherwise, use its best endeavours to:6.3.1 reply promptly to any reasonable requestsfor information in relation to the InsurancePolicies from the Intermediary;6.3.2 deal promptly with any proposals,correspondence and claims in relation to theInsurance Policies for Clients, submitted to itby the Intermediary and shall communicateits decision on any proposal or claim to theIntermediary as soon as practicable after suchdecision has been made;6.3.3 deal promptly with any requests or enquiriesfrom the Intermediary relating to theInsurance Policies for Clients and use its bestendeavours fully to support the Intermediaryin the conduct of its business for the purposeof fulfilling its obligations under these T&Cs.6.4 Notification of InformationAviva shall notify the Intermediary of thefollowing as soon as reasonably practicable:6.4.1 of any change in the business address,telephone or fax number, e-mail address orother contact details of Aviva;6.4.2 if Aviva’s authorisation as an insuranceundertaking is revoked or notice is received ofan intention to revoke or if Aviva otherwiseceases to be authorised to conduct ¬lifeassurance in the Territory;6.4.3 if Aviva enters into liquidation or entersinto a composition or arrangement with itscreditors or has a receiver appointed over allor any part of its assets or has an examinerappointed, or being a partnership is dissolved.SECTION 7.0 - CLIENT INSTRUCTIONS7.1 Client InstructionsIf any Client instructs Aviva in writingthat they desire some other person to beregarded as intermediary in relation to anInsurance Policy, then Aviva shall notify theIntermediary and thereafter, Aviva shall bereleased and discharged from its obligationsunder these T&Cs and any other agreementbetween the Parties in so far as that Clientis concerned, save only as regards anycommissions that might be payable, subjectto and in accordance with Clause 6.1 andthe Commission Arrangements, to theIntermediary in respect of Insurance Policiesissued by Aviva prior to the date of suchinstruction from the Client.

Terms and ConditionsSECTION 8.0 - PROPERTY OF AVIVA8.1 Property of AvivaAviva’s Property shall remain the soleproperty of Aviva and shall be held by theIntermediary at the absolute disposal of Avivaat all times and in all circumstances.SECTION 9.0 - INTELLECTUAL PROPERTY9.1 Intellectual PropertyThe Intermediary shall not use the name,logo, marketing device or other trade marklicensed to or owned by Aviva without theexpress permission of Aviva, nor shall anyintellectual property rights in the same betransferred to the Intermediary as a result ofthese T&Cs. All intellectual property rights inAviva’s Property remain with and vested inAviva.SECTION 10.0 - TERM AND TERMINATION10.1 TermThese T&Cs shall have immediate effect fromthe date of receipt by the Intermediary andshall continue until terminated in accordancewith the provisions of this Clause 10.10.2 Termination by NoticeThis appointment may be terminated byeither of the Parties any time by 28 BusinessDays prior written notice sent to the lastknown address of the other Party.10.3 Termination Events10.3.1 Aviva shall have the right to terminate thisappointment forthwith if:(a) the Intermediary is in breach of anyof the provisions of these T&Cs whichbreach has been brought to the attentionof the Intermediary by notice in writingfrom Aviva, and the Intermediary has notremedied such breach to the satisfactionof Aviva (if such breach is capable ofremedy) within 14 Business Days (or suchlonger period if any as Aviva may in itsabsolute discretion specify) of the dateof the said notice; or(b) the Intermediary’s licence, permit,authorisation, registration or approvalwhich are necessary for the conduct ofits business in the Territory is revokedor notice is received of an intention torevoke, or the Intermediary otherwiseceases to be authorised to conduct thebusiness of an insurance intermediary inthe Territory; or(c) the Intermediary, being an individual,dies or is adjudicated bankrupt, orbeing a company, becomes insolventor enters into liquidation or enters intoa composition or arrangement with itscreditors or has a receiver appointedover all or any part of its assets or hasan examiner appointed, or being apartnership is dissolved; or(d) there is a Change in Control in theownership of the Intermediary or there isa substantial change in the managementteam of the Intermediary or a substantialdisposal or diminution in the assetsof the Intermediary and Aviva has notconsented to the continued validity ofthe appointment within 21 days of thechange; or(e) any event occurs or is likely to occur, orany act or omission of any party results inor is likely to result in potential or actualdamage to the reputation of Aviva or anyof its affiliates; or(f) if either Party is requested by the CentralBank of Ireland in writing, to terminatethis appointment.SECTION 11.0 - CONSEQUENCES OFTERMINATION11.1 Consequences of Termination11.1.1 On termination of this appointment:(a) the Intermediary shall immediately ceaseto be authorised to carry on the Businessor act as an insurance intermediary inrespect of the Insurance Policies or onbehalf of Aviva in any manner and shallimmediately:(i)pay to Aviva all monies properly dueto Aviva;(ii) return Aviva’s Property to Aviva;(iii) cease to use such documents andsoftware which it had used in

Terms and Conditionsconnection with the carrying on ofthe Business and shall not retain anycopies thereof;(b) Aviva may make alternativearrangements in the interests of Clientsfor the future conduct of any businessin relation to Insurance Policies at thetime of termination and the Intermediaryshall provide all reasonable assistanceand co-operation required to effect suchalternative arrangements;(c) the Intermediary shall have no claimagainst Aviva for commission accruingin respect of Insurance Policies issued orrenewed after the date of terminationnor shall the Intermediary have a claimfor any loss of goodwill;(d) subject to Clause 6.1, Aviva shallcontinue to pay all commissions thendue and payable to the Intermediary inaccordance with these T&Cs and theCommission Arrangements;(e) the following provisions shall continue infull force and effect without limit in pointof time: Clauses 2.1.4, 2.1.5, 3.1.2, 3.2,3.3, 5.3.2, 5.3.3, 5.6, 5.7, 8.1, 9.1, 11,12.1 and 18.1.11.1.2 The termination of this appointment shallbe without prejudice to the rights orremedies of either Party accrued prior to suchtermination and shall not affect or relievethe Intermediary or Aviva from any priorobligations imposed upon either of them bythe terms of these T&Cs including withoutlimitation those imposed on the Intermediarypursuant to Clause 11.1.1(e) herein.11.1.3 Both Parties agree that they do not regardthis appointment or the carrying on ofthe Business as constituting a “relevanttransfer” for the purposes of the EuropeanCommunities (Protection of Employees onTransfer of Undertakings) Regulations 2003,SI 131 of 2003 (the “Regulations”). If anemployee of the Intermediary or any otherperson previously engaged in providingto the Intermediary like services as thosecontemplated in whole or in part by theseT&Cs (“the Intermediary Personnel”) assertsor establishes that his or her employment orany claim, right or liability in connection withhis or her employment or the terminationof his or her employment has transferredto Aviva pursuant to the Regulations at anytime arising from or in connection with thecarrying on of the Business or the terminationof this Intermediary appointment or thetermination or expiration of the carrying onof the Business, then:(a) Aviva shall as soon as reasonablypracticable, following it becoming awareof the same, notify the Intermediary (orsuch other person) who shall be affordedan opportunity to re-engage any suchemployee and consult with Aviva as tohow such employee is to be dealt with;(b) notwithstanding sub-Clause 11.1.3(a)above, Aviva may within 3 months ofbecoming aware of the application ofthe Regulations to any such employmentcontract, terminate such contract;(c) the Intermediary shall indemnify andkeep Aviva indemnified at all times fromand against all costs, claims, liabilities,expenses and incidental costs (on a fullindemnity basis) reasonably incurred byAviva arising out of the employment ofor the termination of employment ofsuch Intermediary Personnel in respectof the period of employment of anysuch employee up to the date of suchtermination and against all and any costs,expenses or damages incurred by Avivain contesting any claim;(d) if any person brings a claim against Avivaarising out of or in connection with thetransfer or termination of that person’semployment in connection with thisappointment, the Intermediary shall giveto Aviva all information which it mayreasonably require that is relevant tosuch a claim as soon as practicable aftera request is made and shall render toAviva such assistance and co-operation asit shall reasonably require in contesting,settling or dealing with any such claim.

Terms and ConditionsSECTION 12.0 - NOTIFICATION ANDPUBLICATION OF TERMINATION12.1 Notification and Publication ofTerminationOn termination of this appointment, theIntermediary shall, to the extent and withinthe timeline required by Applicable Laws andRegulations, ensure the publication in one ormore of the national newspapers circulatingin the Territory, of a notice to the effectthat its written appointment as an insuranceintermediary of Aviva has been discontinued,and the Intermediary hereby acknowledgesthat if it fails to publish such a notice, Avivashall, to the extent and within the timelinerequired by Applicable Laws and Regulationsand otherwise may, publish a similar notice.SECTION 13.0 - NOTICES13.1 Notices13.1.1 Any notice or other communication given ormade under these T&Cs shall be in writingand in English and signed by or on behalfof the Party giving it and shall be served byhand, delivering it or sending it by registeredpost, fax or e-mail to the address and for theattention of the relevant party set out in thisClause 13 (or as otherwise notified by thatparty hereunder). Any such notice shall bedeemed to have been received:(a) if hand delivered or sent by registeredpost, at the time of delivery; and(b) in the case of fax or e-mail, at the timeof transmission, provided that if deemedreceipt occurs before 9.00 a.m. on aBusiness Day, the notice shall be deemedto have been received by 9.00 a.m. onthat day, and if deemed receipt occursafter 5.00 p.m. on a Business day, oron any day which is not a Business Day,the notice shall be deemed to havebeen received at 9.00 a.m. on the nextBusiness Day.13.1.2 The addresses and fax numbers of the Partiesfor the purposes of this Clause 13 are:(a) where the Intermediary has notpreviously entered into an arrangementwith Aviva, the addresses and faxnumbers of the Parties as notified inwriting by one Party to the other Party;or(b) where the Intermediary has an existingarrangement with Aviva, the addressesand fax numbers of the Parties previouslynotified by the Parties in accordance withthat existing arrangement.SECTION 14.0 - SUB-CONTRACTING14.1 Sub-ContractingThe Intermediary shall not subcontract,transfer, or delegate any of its duties orobligations under these T&Cs or any partthereof or transfer or assign any of its rightsunder these T&Cs to any third party withoutthe prior written consent of Aviva. TheIntermediary shall not appoint or attemptto appoint a sub-intermediary in respect ofany of its rights or duties under these T&Cswithout the express written consent of Aviva.SECTION 15.0 - DISPUTE RESOLUTION15.1 Dispute ResolutionAviva and the Intermediary shall use allreasonable efforts to negotiate in good faithand settle amicably, any question, dispute ordifference that may arise out of or relate tothe interpretation or implementation of theseT&Cs or any breach thereof. Neither of theParties shall attempt to commence any courtproceedings in relation to any dispute arisingout of these T&Cs until they have attemptedto resolve the dispute amicably.SECTION 16.0 – ENTIRE AGREEMENT16.1 Entire AgreementWithout prejudice to the terms of anySeparate Agreement, these T&Cs constitutethe entire agreement and understanding ofthe Parties relating to the subject matter ofthese T&Cs and supersedes and replaces anyprevious terms and conditions or agreementpreviously entered into between the Partiesrelating to the subject matter hereof.

Terms and ConditionsSECTION 17.0 - WAIVER17.1 WaiverNo waiver by Aviva of any breach by theIntermediary of any of the terms of theseT&Cs shall be construed as a waiver of anysubsequent breach.SECTION 18.0 - INDEMNITY18.1 IndemnityThe Intermediary hereby indemnifies Avivafrom and against all liabilities, damages,claims, taxes, costs and expenses, including,without limitation, legal fees incurred byAviva arising out of any breach by theIntermediary or any of its officers, directors,employees or permitted sub-agents orsub¬contractors, of its and their obligationsunder these T&Cs provided always that Avivashall not be indemnified from any liabilityresulting from negligence, wilful default orfraud on the part of Aviva. Any indemnityexpressly given to Aviva in these T&Cs shallbe in addition to, and without prejudice to,any indemnity permitted by law.SECTION 19.0 - SEVERABILITY19.1 SeverabilityIn the event that any one or more of theprovisions contained in these T&Cs shall bedeemed to be invalid or unenforceable, thevalidity and enforceability of the remainingprovisions contained herein shall not in anyway be affected and the T&Cs shall apply asif the invalid and/or unenforceable provisionshad not been included.SECTION 20.0 - FORCE MAJEURE20.1 Force MajeureNeither of the Parties shall be held to bein breach of these T&Cs to the extent thatits due performance of its obligations isprevented or delayed by reason of actof God, war and other hostilities, civilcommotion, accident, strikes, lock¬outs,trade disputes, decrees, acts or restraintsof governments, restrictions of imports orexports or any other cause not within thecontrol of that Party. In such a case the saidParty shall forthwith notify the other Party ofits inability to perform or of the delay in theperformance of its obligations hereunder andthe Parties shall where the same is practicableuse every reasonable endeavour to eliminateor minimise the impact and to comply withtheir respective obligations herein containedas nearly as may be in their original form.Where such inability or delay persists to theextent that it is, in the reasonable opinionof the other Party, having a material adverseeffect upon the purposes of these T&Cs, thenthat other Party shall be entitled to terminatethis appointment by giving to the said Party7 Business Days written notice. This clauseprovides a procedure in addition to the rightsof termination provided in Clause 10 aboveand with the exception of the provisions ontermination for irremediable breach does notlimit the rights of termination referred to inthat clause.SECTION 21.0 - GOVERNING LAW ANDJURISDICTION21.1 Governing Law and JurisdictionThese T&Cs shall be interpreted, construedand governed by Irish Law and the Partiesshall submit to the exclusive jurisdiction ofthe Irish Courts.SECTION 22.0 – AMENDMENT22.1 AmendmentAviva reserves the right by 28 Business Daysnotice in writing to the Intermediary tounilaterally amend these T&Cs with effectfrom the expiry of such notice.

Aviva Life & Pensions Ireland Limited. A private company limited by shares.Registered in Ireland No. 252737 Registered Office One Park Place, Hatch Street, Dublin 2.Member of the Irish Insurance Federation. Aviva Life & Pensions Ireland Limited is regulated by the Central Bank of Ireland.Life & Pensions One Park Place, Hatch Street, Dublin 2. Phone (01) 898 7000 Fax (01) 898 7329www.aviva.ieTelephone calls may be recorded for quality assurance purposes.25.02.01.13