Memorandum of agreement

Agency agreement
MADE AND ENTERED INTO BY AND BETWEEN:

***** FINANCIAL SERVICES (PTY) LTD

Address here

(hereinafter referred to as “(*****’)

and
XXXX

XXXXX

(hereinafter referred to as “the Broker”)

WHEREAS the Broker is an insurance broker and a registered FSP, and

WHEREAS ***** is an authorised administrator of *********** and duly contracted into an outsourcing agreement.

WHEREAS ***** is prepared to arrange the underwriting, premium and claims administration of insurance business introduced by the Broker, and

WHEREAS the parties wish to record the items of their agreement.

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NOW THEREFORE IT IS AGREED AS FOLLOWS:

1. 
   APPOINTMENT
   

The Broker is hereby appointed as a broker with effect from the date of this agreement.

2. 
   STATUS OF BROKER
   

The Broker shall at all times act in accordance with the terms and conditions of this agreement and the addendums thereto as may be amended from time to time.

The Broker undertakes to maintain levels of professional competence that are acceptable within the short term insurance industry as may be determined and amended from time to time. The Broker undertakes to maintain membership of at least one of the recognised bodies established within the short term insurance industry as proof of possessing the necessary skills and professional competence to act properly and competently in terms of this agreement. In the event that such membership or proof is not available at the time of signing this agreement the Broker undertakes to seek such proof and membership to the satisfaction of ***** within an agreed period of time.

3. 
   CORRESPONDENCE, NOTICES, ENDORSEMENTS & INSURANCE
   

DOCUMENTATION
All correspondence, endorsements, notices etc intended for the insured client of the Broker shall be sent to the insured via the Broker. The Broker undertakes full responsibility to ensure that such documentation reaches the insured and ***** shall be indemnified and held harmless against any claims which may arise if the Broker should fail to carry out any obligation imposed in terms of this clause. The parties place on record that this clause is intended for the benefit of the Broker as it ensures contact between the Broker and the insured.

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4. 
   NOTICES TO THE BROKER
   

No notice by an insured to the Broker of any claim, change of address, change of risk etc shall be valid notice if the Broker should fail to transmit such notice to ***** timeously or at all. Notices etc served by the Broker shall be delivered to ***** via electronic mail or fax .

Any notice and/or endorsement posted to the insured at his or her last known address or sent to the insured’s Broker shall be deemed to have been received by the insured within 14 days after posting or when delivered to the insured or broker.

5. 
   COMPLIANCE WITH THE SHORT TERM INSURANCE ACT AND LONG TERM INSURANCE ACT
   

The Broker shall at all times comply with the provisions of the short Term Insurance Act 53 of 1998 as amended and the Long Term Insurance Act 50 of 1998 as amended.

6. 
   RECEIPT OF PREMIUMS
   

The acceptance of premium by the Broker shall not oblige ***** to accept any new proposal of insurance and shall be without prejudice to any rights that ***** may otherwise have to cancel any existing policy of insurance. Receipt of any premiums by the Broker will only be deemed to have been received by Maven Technologies on the actual day it is paid to ********* and the date of receipt accordingly recorded by ********** will be deemed to be the date on which the premium was received. Under no circumstances will the Broker be allowed to collect premiums from the insured for credit of the Brokers bank account.

7. 
   COMMISSIONS
   

*********** shall pay to the Broker commission of 20% (TWENTY PERCENT) on the non-motor insurance and 12.5% (TWELVE AND ONE HALF PERCENT) on motor vehicle insurance, such percentages to be calculated on the gross insurance premium actually received by *********. Commission shall also be paid on a portion of a premium if such premium is a pro rata payment of any monthly premium. Commission shall be paid to the broker 10 days after premium collection date. Any unpaid items will be reconciled in the following month.

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8. 
   COVER / INTERIM COVER
   

The Broker shall not be entitled to grant cover or interim cover without the express written direction and authority of *****’s underwriting department. No other person or persons in the employ of ***** may confirm cover other than the duly appointed Underwriter or Portfolio Manager. Any other confirmation or implied cover shall not be deemed valid.

All proposals of insurance and insurance Cover Notes submitted by the Broker are at all times subject to Underwriting.

9. 
   OBLIGATIONS
   

***** shall at no time be entitled to utilise any policy information for any purpose whatsoever other than in accordance with the provisions of this agreement. All broker policy and claims information will be treated in a confidential manner by ***** and remain the property of the Broker.

10 TERMINATION
The Broker may terminate this agreement by giving ***** 60 days written notice. This agreement may be terminated by ***** by giving the Broker 60 days written notice.

***** also reserves the right to terminate this Agreement within 24 (twenty four) hours in the event of the Broker committing an act of proven malpractice or fraud in which event the clients of the Broker shall continue to be covered for as long as the respective pemiums are fully paid.

11. SUB-AGENTS

Under no circumstances will the Broker be allowed to appoint any other Broker firm as a sub-agent of ***** and collect a fee of any nature without prior arrangement with the ***** management. If an arrangement has been reached between ***** and the Broker it is noted that the appointed sub-agent may deal direct with ***** at any given time provided that the sub-agents comply to the minimum criteria laid done by *****. The Broker accepts full responsibility for ensuring that all sub-agents of the Broker are adequately qualified, trained and experienced to provide proper, professional insurance advice to prospective clients entering into insurance contracts with the above mentioned insurance companies through the facilities provided by *****.

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12. PROFESSIONAL INDEMNITY INSURANCE

The Broker warrants that the Broker has sufficient Professional Indemnity Insurance cover in place and active at all times before, during and subsequent to this agreement to protect both the Broker and ***** in the instance of claims against either the Broker or ***** by an insured succeeding on the grounds of negligence, fraud or malpractice by the broker. Similarly ***** warrants that ***** has adequate Professional Indemnity Insurance cover in place for such instances of negligence, fraud and malpractice by *****.

13. TRANSFERS OF PORTFOLIOS OF INSURANCE POLICIES

No portfolio transfers from insurance facilities other than those provided by ***** will be affected and / or accepted by ***** without express written notice thereof having been given to the insured’s by the Broker at least 30 days in advance of the cover incepting at one of the ***** facilities mentioned in the preamble to this agreement.
Any such portfolio transfer will be subject to a 90 review period during which time ***** will be entitled to implement in consultation with the Broker the necessary restructuring processes to provide for the successful management of the portfolio to the satisfaction of all parties concerned therewith.

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THUS DONE AND SIGNED by ***** at …………………………………………..
on this the ……………….. day of ……………………………………………….. 2010.

AS WITNESS:

1. ……………………………………….

2. ………………………………………. ………………………………………

THUS DONE AND SIGNED by the BROKER at ……………………………………
on this the ……………………. day of ………………………………………… 2010.

AS WITNESS:

1. 
   ……………………………………..
   

2. …………………………………….. ………………………………………

Addendum A

***** FINANCIAL SERVICE (PTY) LTD

Authority to act on behalf of ***** Financial Services
(Document to be handed to client as proof of authority to act on behalf of ***** Financial Services (Pty) Ltd as contracted to various insurance companies specified in the intermediaries agreement between ***** Financial Services and “XXXXX”)

XXXXXXXX is authorised by agreement to promote insurance business on behalf of ***** Financial Services, as described more fully in the agreement between “Broker” and ***** Financial Services.

XXXXXXXX must promote insurance business by convincing members of the public to apply for short term insurance products offered by ***** Financial Services.
XXXXXXXX is not authorised to accept any insurance premiums on behalf of ***** Financial Services.
XXXXXXXX is not empowered to provide any insurance cover on any risk, to bind ***** Financial Services to any agreement, to arrange agreements of loss on behalf of ***** Financial Services, to take out policies on behalf of ***** Financial Services or to amend policies issued by ***** Financial Services.

THUS DONE AND SIGNED at ……………………………..

on this the …… day of ………………………. 2010.

……………………………………….

For and on behalf of ***** FINANCIAL SERVICES (PTY) LTD

……………………………………….

For and on behalf of XXXXXXXXX