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Draft Interchange Agreement 10 May 2007 G6

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					 Agreement on the Transfer of Data by Electronic Transmission for the Policy
                            Placement Process




Interchange Agreement V1.0       Page 1 of 18                    1 June 2007__
Agreement on the Transfer of Data by Electronic Transmission for the Policy
Placement Process


                                       th
THIS AGREEMENT is made the___               day of_________________ 200___.
PARTIES:
(1)   [UNDERWRITER] (Company No: […]) whose registered office is at […]

And

(2)   [BROKER] (Company No: […]) whose registered office is at […]


(Collectively referred to as the “Parties” and each shall be referred to as a “Party” as
the context requires)

Purpose of this Agreement

The Users agree that this Agreement sets out the terms and conditions of, and
establishes a contractual framework for the negotiation of insurance and/or
reinsurance (collectively, “(re)insurance”) contracts/policies including endorsements,
supported by the sending and receiving of electronic information (both data and
documents) using ACORD messages and/or E-mail and ultimately, the formation of
(re)insurance contracts by electronic means.

It provides a legal contractual framework to govern the transfer and use between
brokers and Underwriters, including any third parties which perform processing on
behalf of brokers and/or Underwriters of electronic information and data which
supports the creation of (re)insurance contracts/policies.
    .
The primary objective is to reduce the risk of ambiguity, misunderstanding and
therefore dispute between organisations.

This Agreement governs the negotiation and formation of (re)insurance contracts,
only. It is in no other way intended, or to be used as establishing a general method
of communication between the Users outside of the scope of this Agreement. For
example, any attempt to use the system established herein as a method of serving
legal documents or notices of claim upon each other is expressly rejected and it is
agreed that such efforts shall constitute a legal nullity.



Definitions


For the purposes of this Agreement, the following terms shall have the meanings set
out below:

“Acknowledgement” means an automatic message generated and transmitted by a
receiving party’s system confirming receipt of a transmission.




Interchange Agreement V1.0            Page 2 of 18                         1 June 2007__
ACORD Messages means Messages in an Extensible Markup Language (XML)
format that comply with the following versions of the ACORD standards set out in
Exhibit B attached or such other updated versions of the above ACORD standards
which are introduced from time to time to comply with any changes or to adapt to the
appropriate phase of the project development.

“Document” means a data file, message or other object of any kind lodged on,
communicated through or generated by Peer to Peer and/or E-mail including, without
limitation, a file or message which contains any text, scanned document, graphics,
pictures, video, or sounds;

“E-mail” means electronic communication between Users other than Peer to Peer;

“Electronic Signature” means anything in electronic form
                        (a) incorporated into or otherwise logically associated with
                             any electronic communication or electronic data; and
                        (b) purports to be so incorporated or associated for the
                             purpose of being used in establishing the authenticity of
                             the communication or data, the integrity of the
                             communication or data, or both.

“Group Reference” means the Unique Market Reference (UMR) in the ACORD
Message. The UMR is derived by concatenating the 'Lloyds broker identifier' with the
'broker contract reference' elements of the message.


"Message" means the electronic content of the electronic communication method
whether it be "E-Mail", "ACORD messages" or "Peer to Peer" including content that
identifies the message.


“Peer to Peer” means a direct electronic connection between Users’ Document
Repositories and core business systems through a messaging gateway capable of
sending and receiving ACORD Messages.

“Risk” means any (re)insurance risk which is the subject matter of any (re)insurance
contract transacted in accordance with this Agreement;

“Underwriter” means an insurer or reinsurer who has entered into this Agreement
for itself, if it is an insurance or reinsurance company or on behalf of members of
Lloyd’s in its capacity as managing agent.

“User” means a(n) (re)insurance broker or Underwriter that has signed this
Agreement, their employees, and where applicable from the context, the agents
and third-parties which such broker or Underwriter utilize to transact (re)insurance
business in accordance with this Agreement.


NOW IT IS HEREBY AGREED as follows:


1     GOVERNING PRINCIPLES

1.1    Admissibility


Interchange Agreement V1.0           Page 3 of 18                       1 June 2007__
       (i)   The Users expressly waive any rights they may otherwise have had (for
             themselves or on behalf of their principal(s)) to bring an action, claim or
             proceedings, seeking to declare a contract invalid, void or
             unenforceable on the grounds that information or data relating to that
             contract was communicated electronically, or to raise as a defence to an
             action, claim or proceedings, the alleged invalidity, voidability or
             unenforceability of a contract on the grounds that the data relating to
             such a contract was communicated electronically. In particular, the
             Users agree that an electronic message will be deemed to satisfy any
             legal or regulatory requirement that the message be in writing and that
             an Electronic Signature will be deemed to satisfy any legal or regulatory
             requirement that the message be signed.

      (ii)   For the avoidance of doubt nothing in this Agreement will be construed
             so as to alter the duties owed by an (re)insured to the (re)insurer.
             Except as provided for in this Agreement, unless the parties agree in
             writing to the contrary, the provisions of this Agreement do not govern
             the obligations to be performed under any Risk. For the avoidance of
             doubt, the applicable law of the (re)insurance contracts as defined under
             the term Risk above shall be as prescribed in such contract.


1.2   Scope of this Agreement
             1.2.1   Any information sent, obtained, exchanged, between, or on
                     behalf of, the Users within the context of the purpose of this
                     agreement, which establishes a contractual framework for the
                     creation of insurance and/or reinsurance policies, shall be
                     governed by this Agreement, and each User agrees that all such
                     activities shall be conducted in accordance with the provisions of
                     this Agreement.
             1.2.2   This Agreement is intended to apply to electronic
                     communications by and between the Users in support of their
                     normal business of buying and selling of Risks within the context
                     of the policy placement process. It does not alter the legal
                     obligations of Users and (re)insureds arising out of the
                     commercial     transactions  effected     pursuant     to   such
                     communications.
             1.2.3   Subject to Clause 2.7 of this Agreement, any policies presented
                     on paper are excluded from the scope of this Agreement.
             1.2.4   The Users agree and acknowledge that this Agreement and use
                     of the messaging gateway capable of sending and receiving
                     ACORD Messages by the User(s) does not appoint or allow the
                     User who is a Broker to act as agent of or to assume any liability
                     on behalf of the User who is an Underwriter with respect to any
                     contract of (re)insurance or proposed contract of (re)insurance or
                     to make any statement on behalf of the User who is an
                     Underwriter with respect to any claim in respect of a contract of
                     (re)insurance which is not specifically authorised by the User
                     who is an Underwriter. The User who is a Broker may only take
                     any action on behalf of or bind the User who is an Underwriter
                     where such action has been expressly authorised by the User
                     who is an Underwriter.



Interchange Agreement V1.0           Page 4 of 18                        1 June 2007__
                1.2.5   Each User undertakes and warrants that it is the duly appointed
                        agent of the principal(s) on whose behalf the contract of
                        (re)insurance is being transacted and that it has all necessary
                        consents and authority to bind its principal(s) to such
                        (re)insurance contract by an electronic method.

1.3    Compliance Undertaking
           1.3.1        The User shall comply in all respects with all aspects of this
                        Agreement.
           1.3.2        In the performance of its obligations pursuant to this Agreement,
                        the User shall comply in all respects with the requirements of all
                        laws and regulations, relating to electronic communications
                        (including, without limitation, those relating to data protection) of
                        each jurisdiction in which the electronic communication is
                        transmitted, received or transferred by it.
           1.3.3        Users will take all the appropriate technical and organisational
                        measures to protect any unauthorised or unlawful access to any
                        personal data.
           1.3.4        The User shall ensure that any electronic communication
                        transmitted or transferred by it, whether or not in order to form a
                        contract or other formal arrangement fulfils all applicable legal,
                        regulatory and other requirements as to form.
           1.3.5        Within the scope of this Agreement, each User undertakes that it
                        will not, and will ensure that its employees, agents or third-
                        parties acting on its behalf, do not use electronic communication:
                        i) Fraudulently or in connection with a criminal offence; or
                        ii)To send, receive, upload, download, use or re-use any
                        information or material which is offensive, abusive, defamatory,
                        obscene or menacing, or (so far as the User is aware) in breach
                        of confidence, copyright, privacy or any other rights.

1.4    Rights of Access to Information
        1.4.1    Technical details of infrastructure and networks
                 In the event of a dispute concerning the transfer of information all
                 reasonable access to technical details regarding infrastructure and
                 networks will be provided by the User to each other User or Users, as
                 applicable, on request.

        1.4.2    Access to Information
                 No rights of access to data held by the User are implied in this
                 Agreement, except those rights of access specifically defined and
                 created by this Agreement.

2     PROCESSING STANDARDS AND RESPONSIBILITIES

2.1    Confidentiality and Discoverability
        2.1.1    Confidentiality



Interchange Agreement V1.0               Page 5 of 18                         1 June 2007__
       2.1.1.1 Each of the Users shall during and after the termination of this
               Agreement take all reasonable precautions to keep confidential all
               information which has been disclosed to it (whether electronically,
               orally or in writing or otherwise) by or on behalf of the other Users in
               confidence (including, without limitation, any business information or
               information in respect of the other Users which is not directly
               applicable or relevant to the transactions contemplated by this
               Agreement) and shall ensure that such information will be
               disseminated to their respective employees, agents, permitted sub-
               contractors or any group company, reinsurers or retrocessionaires to
               the extent that is necessary for the performance of this Agreement
               and the performance of the (re)insurance contract in respect of
               which such information was disclosed, but no further, and that such
               officers, employees, agents or permitted subcontractors in receipt of
               such information will be made fully aware of the obligation of
               confidence relating thereto
       2.1.1.2 Each User acknowledges that the Confidential Information is of great
               value to each other User and that a breach of its obligations relating
               to the Confidential Information may give rise to damage entitling
               other affected parties to this Agreement to remedies of injunction,
               specific performance and other equitable relief for any threatened or
               actual breach.
       2.1.1.3 Each User agrees that any and all Users may disclose any
               information contained in any message, to any person where required
               to do so by law or by a court order, and any regulatory or
               governmental authority, body or agency to whose jurisdiction the
               receiving User is subject.

       2.1.1.4 Apart from these exceptions or the written consent of the disclosing
               party, each User agrees to keep confidential any electronic
               communication, and not to use any such electronic communication
               other than for the purposes and in the circumstances defined herein
               and not to disclose any such electronic communication or permit it to
               be made available to any person outside of the receiving
               organisation and its employees, directors, officers and affiliates. In
               the event of a violation of this section, the rights and remedies
               specified herein shall be applicable and available.

       2.1.1.5 The obligations imposed by this section 2.1 are subject to any other
               provisions concerning confidentiality contained in any (re)insurance
               contract.

2.2   Unintentional disclosure of Documents and Privilege and Data Protection
       2.2.1   The User’s attention is drawn to the Data Protection Act 1998.
       2.2.2   All the Users warrant that they will observe all of their obligations
               under the Data Protection Act of 1998, and all other applicable laws,
               which arise in connection with this Agreement.
       2.2.3   Where any Document which is privileged or confidential is disclosed
               unintentionally so that it becomes viewable or accessible on a User’s
               system whether by fault of any software or due to an error on the part
               of any User or otherwise, it is agreed that no confidentiality or privilege
               in that Document is waived. Where a User becomes aware that he or


Interchange Agreement V1.0            Page 6 of 18                         1 June 2007__
               she has viewed, is viewing or is able to view a Document which that
               User considers or ought reasonably to consider should not have been
               disclosed to him or her by reason of confidentiality or privilege, the
               User shall not view the Document or, as appropriate, shall
               immediately cease to view the Document.


       2.2.4   Any User to whom such a Document has been unintentionally
               disclosed:
               2.2.4.1 shall immediately make all reasonable efforts to inform the
                         appropriate User or Users that the Document has been
                         unintentionally disclosed and/or is viewable;
               2.2.4.2 shall not copy, transmit or in any way duplicate that Document
                         or any part of it by any means and shall not disclose or
                         otherwise provide details of the content of that Document or
                         any part of that Document to any person or entity and shall
                         not use the Document or the knowledge that such User
                         gained of its content for any purpose whatsoever.
       2.2.5   Notwithstanding anything else contained in this Agreement to the
               contrary, in the event that a privileged or confidential Document is
               unintentionally or intentionally disclosed, the Users acknowledge that
               in the event of a breach of the principles set forth in 2.2.2 through
               2.2.4, any affected User may seek the urgent assistance of a Court of
               competent jurisdiction in relation to such a breach in order to obtain an
               appropriate equitable and/or legal remedy, including, but not limited to,
               an injunction and/or money damages for actual and consequential
               harm suffered, in addition to any legal and other applicable fees which
               may also be awarded.
       2.2.6   All Documents transmitted, received or transferred by or through Peer
               to Peer Messaging and/or E-mail which are privileged and/or
               confidential shall remain privileged and/or confidential and any
               privilege attaching to and/or quality of confidence subsisting in any
               Document so lodged or communicated by or through Peer to Peer
               Messaging and/or E-mail shall not be lost, altered or waived by reason
               of that Document being so lodged or communicated.

2.3    Security
       2.3.1   The mandatory elements of the ACORD basic level of security will be
               applied to peer to peer transmissions by Users, with the exception of
               E-mail, in accordance with the ACORD G6 Placement Information
               Guide. This is defined in the “Security Profiles for the ACORD
               Messaging Service Implementation Guide”.


       2.3.2   User Authentication/System Protection
               The User commits to operating appropriate access controls within its
               systems, including user authentication (e.g. User Names and User
               Passwords), and will ensure that this information is accurately and
               appropriately maintained and updated when necessary




Interchange Agreement V1.0           Page 7 of 18                        1 June 2007__
       2.3.3   Users shall take all reasonable preventive measures to ensure that all
               messages and documents submitted Peer to Peer are free from all
               computer viruses, and other harmful code.

       2.3.4   Users shall not intentionally upload, post, E-mail or otherwise transmit
               any virus or any other computer code, files or programmes which are
               designed or likely to interrupt, damage, destroy any computer
               hardware or software or interfere in any way with the normal
               operations of Peer to Peer.

       2.3.5   Each User will use all reasonable endeavours to ensure that any
               unauthorised intrusions and/or attempts to access data or execute
               software within their systems can be detected and prevented.
       2.3.6   Each User agrees and acknowledges that the software and databases
               are not error free, and in the event each User takes reasonable steps
               to minimize or eliminate such errors to the extent feasible, the
               occurrence of such an error shall not constitute a breach of this
               Agreement.
       2.3.7   Notwithstanding the foregoing, in the event a User becomes aware of
               any such error, it shall take immediate steps to attempt to remedy the
               error, and notify all other affected or potentially affected parties as
               soon as reasonably practicable.



2.4    Records and Data Retention
       2.4.1   Adequate Controls
               It is the responsibility of each User to maintain adequate controls and
               audit trails in accordance with their own requirements, and as required
               herein.      Unless other, higher requirements are in place, the
               requirements will include checks that:

               o      Messages are processed in the correct order for related sets of
                      messages.
               o      There are no unexplained gaps in the sequence of incoming
                      messages.
               o      Any messages to be processed together by a service provider
                      carry an appropriate Group Reference, and are sent together
                      (or sent singly in the same sequence in close succession).
               o      All incoming messages have been received correctly and from
                      known senders;
               o      All outgoing Messages have been successfully transmitted to
                      the correct recipients. Receipt of an Acknowledgement by the
                      sender will be sufficient evidence that the outgoing Messages
                      have been successfully transmitted.

       2.4.2   Message Log and Audit Trail
               Each User will retain a log of all original transmitted messages (with
               the exception of E-mail, in packaged form) to facilitate re-send in the
               event of rejection of the message. The ability to support re-send of all
               original messages shall be limited to 45 days. The receiving User will



Interchange Agreement V1.0           Page 8 of 18                        1 June 2007__
               operate a capability to re-process messages from their own log,
               thereby reducing the number of circumstances where a re-send might
               be required. The User commits to the production on request, of an
               audit report for any individual message that may be queried by
               another User. Each audit log will be “searchable” by the User, in order
               to allow the speedy resolution of any queries.

       2.4.3   Information / Data Integrity
               Each User agrees that:
                  o   The receiving User will not make any alterations or deletions to
                      the original Message received from the sending User.

                  o   Any requirements for alterations or deletions will either be
                      made by the sending User, or else created by the receiving
                      User as additional information or data or a new version of a
                      document, in which case the User who creates the new
                      version becomes the owner of that version.


       2.4.4   Responsibilities for Records Maintenance
               While it is understood that each User takes responsibility for
               maintaining their own records to support commercial transactions, in
               the event of a dispute as to whether electronic information was sent or
               received due to a failure of a User’s system, where a third party has
               processed the information and has a Data archive, then the third
               party’s records shall be deemed to be an accurate and complete
               record.
       2.4.5   Responsibilities for Reporting Incomplete Data
               Where an electronic communication is identified by the User as being
               incomplete as a result of the information contained in it being
               corrupted or materially altered by any element of the transmission
               process prior to receipt by the receiving User, then the receiving User
               shall inform the sending User, supported by an E-mail communication,
               within five (5) working days. The sending User is then responsible for
               taking appropriate actions for the resubmission of the corrected
               information. For commercial purposes, this situation equates to the
               sending party not having submitted the corrupted communication to
               the receiving party.
               The receiving User shall not be liable for the consequences of
               incomplete, corrupted or altered information if it can be shown it has
               complied with clause 2.4.5.

2.5   Non-repudiation
      2.5.1    Users will be deemed to have been notified of a Risk, payment
               request or any other information pertaining to a Risk when all
               Documents associated with the electronic communication for a
               specific transaction have been received and are readily viewable and
               accessible by the User.




Interchange Agreement V1.0            Page 9 of 18                      1 June 2007__
      2.5.2     The User is not deemed to have been notified if only the electronic
                communication has been received without all the associated
                Documents.
      2.5.3     A User shall not deny notification of a Risk, payment request or any
                other information if the conditions of clauses 2.5.1. and 2.5.2 have
                been met but the User has not actually read the Documents.
      2.5.4     Notwithstanding the foregoing, no Risk shall be deemed bound unless
                in accordance with the provisions of 2.6 below.
      2.5.5     Within the context of this Agreement, as within the context of the
                paper-based process, it remains the sender’s responsibility to ensure
                that all documents are electronically sent to the necessary Users.
      2.5.6     If the User determines that not all the relevant Documents have been
                sent, the User will respond to the sender notifying them of this and will
                not proceed until all relevant documents have been received.
                Notwithstanding the foregoing, no Risk shall be deemed bound unless
                in accordance with the provisions of 2.6 below.
      2.5.7     Users will ensure that:
                o      There is a mechanism to establish and maintain the identity of
                       a party sending a message or a document to be processed, so
                       that the sender cannot disclaim responsibility.
                o      A log will be maintained of all messages received, the
                       information sent with them and the actions taken, including
                       details of date and time sent and received.
                o      Controls will be in place to ensure that every document
                       received is either rejected or made available to the User.
                o      All data that is passed on with documents will be stored with
                       the document under data survivability rules

2.6    Binding of Risks and Management of Policies via E-Mail

       2.6.1 For purposes of communications occurring exclusively via E-mail, only,
             a User who is an Underwriter must be presented with sufficient
             information relating to the Risk to enable a particular Risk to be written.
             As such, for purposes of E-mail transactions, a User who is an
             Underwriter shall not be bound by any purported Risk or deemed to
             have underwritten any such Risk unless and until the Underwriter clearly
             and unequivocally indicates its intent to be so bound, by responding by
             E-mail (the “Acceptance Email”) to an immediately prior E-mail from a
             broker and accepting the Risk on the terms stated in said prior E-mail,
             but, if and only if, the prior E-mail contains either of the following:

              (i)      a full and complete pdf or similar image of the placing slip,
                       with all appropriate wording (inclusive of any special terms and
                       conditions), attachments, premium, Risk reference, line,
                       division and underwriter name; or,

              (ii)   typed information equivalent in form and substance to 2.6.1(i)
                     above, to include all appropriate wording (inclusive of any
                     special terms and conditions), attachments, premium, Risk
                     reference, line, division and underwriter name.


Interchange Agreement V1.0            Page 10 of 18                       1 June 2007__
            For the avoidance of doubt, the Underwriter is bound to the Risk
            immediately when it sends the Acceptance E-mail whether or not the
            Underwriter subsequently returns the relevant written slip to the Broker.

       2.6.2 For purposes of communications transmitted to a User who is an
             Underwriter by a User who is a broker via Peer to Peer, a User who is
             an Underwriter must be presented with sufficient information relating to
             a Risk to enable a particular Risk to be written. Furthermore, with
             respect to any Message from the User who is an Underwriter, the User
             who is an Underwriter shall not be bound by any purported Risk or
             deemed to have underwritten any such Risk unless and until the
             Underwriter clearly and unequivocally indicates its intent to be so bound,
             by responding to an immediately prior Peer to Peer submission via a
             Message (the “Acceptance Message”) accepting the Risk on the terms
             stated in said prior Peer to Peer submission, but, if and only if, such
             prior Peer to Peer submission contains either of the following:

            (i)       a full and complete pdf or similar image of the placing slip, with
                      all appropriate wording (inclusive of any special terms and
                      conditions), attachments, premium, Risk reference, line,
                      division and underwriter name; or,

            (ii)      typed information equivalent in form and substance to 2.6.2(i)
                      above, to include all appropriate wording (inclusive of any
                      special terms and conditions), attachments, premium, Risk
                      reference, line, division and underwriter name.

            If the Underwriter is requested to insert the information contained in
            either sub-paragraph 2.6.2 (i) or 2.6.2 (ii) above in the Acceptance
            Message then it is agreed that such information will need to be identical
            to the information contained in the immediately prior Peer to Peer
            submission to which the Acceptance Message is responding. If there is
            any discrepancy, conflict or inconsistency between the information
            contained in the Acceptance Message and the immediately prior Peer to
            Peer submission to which the Acceptance Message is responding, the
            information contained in such prior Peer to Peer submission will prevail
            and govern.

       2.6.3 For the purpose of the formation of any contract of (re)insurance in
       accordance with this Agreement, a(n) (re)insurance quote sent to a broker by
       an Underwriter (whether via Email or via Peer to Peer) shall constitute an
       “invitation to treat”. This “invitation to treat” may then lead to an offer being
       made by the broker (on behalf of its principal(s)) to the Underwriter to enter
       into a contract of (re)insurance using the processes set out above in clauses
       2.6.1 and 2.6.2. Such offer will then either be rejected or accepted by the
       Underwriter in accordance with the acceptance processes also set out in
       clauses 2.6.1 and 2.6.2. For the avoidance of any doubt, the failure by an
       Underwriter to respond to an offer made by a broker shall not be deemed an
       acceptance of such offer by the Underwriter.



2.7    Reverting to Paper-Based Policies



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       There may be occasions where electronic policies may need to be handled on
       paper or existing electronic policies may need to revert back to paper. In each
       individual case, agreement from each User to this Agreement who
       participates in the individual case needs to be achieved. If the policy is
       already electronic, the broker should create a paper file from the electronic
       documentation to be presented to the Underwriter.

2.8    Related Documents
       2.8.1    ACORD G6 Placement Implementation Guide
                The G6 Placement Implementation Guide document which is lodged
                with ACORD sets out the processes and procedures to be followed
                when using the Peer to Peer infrastructure to present information on
                policies for notification, negotiation, further advice, endorsements.

3     LEGAL AGREEMENTS AND OBLIGATIONS


      3.1    Governing Law
      This Interchange Agreement shall be governed by the law and jurisdiction of
      England and Wales, and the Users hereto agree that the Courts of England and
      Wales shall have non- exclusive jurisdiction over any controversy arising out of
      or from this Agreement.

      3.2    Dispute Resolution


               3.2.1   In the event a dispute arises as to whether information has or
                       has not been sent or received, the Users in question will initially
                       attempt in good faith to agree between themselves an effective
                       course of action for resolution.


               3.2.2   Where these Users find it impossible to agree on an effective
                       resolution, then they shall attempt to settle using the CEDR
                       Model Mediation Agreement (CEDR Solve). The CEDR Model
                       Mediation Procedure will determine the conduct of the Mediation,
                       and is incorporated into, and forms part of, this Agreement.
                       Details of this procedure are attached hereto as Exhibit A.


       3.3     Intellectual Property Rights
               3.3.1    The User agrees to keep secret and confidential all information
                        that it discovers or is provided in relation to the design, content
                        and functionality of systems in use by other Users, and not to
                        utilise such information for itself or disclose such information to
                        any third party, save as provided for in this Agreement.


       3.4     Termination, Suspension and Notices
               3.4.1   This Agreement shall commence on the date it is signed, and
                       shall remain in full force and effect until terminated by the User,
                       serving not less than 90 days notice on the other User.



Interchange Agreement V1.0             Page 12 of 18                        1 June 2007__
             3.4.2   The termination of this Agreement shall not affect any contracts
                     or formal arrangements supported by electronic communication,
                     nor affect any accrued rights or liabilities, nor will it affect the
                     coming into force of any provision which is expressly or by
                     implication intended to come into or continue in force on or after
                     such termination.
             3.4.3   Any notices required to be served under this Agreement shall be
                     in writing and shall be served at the registered office addresses
                     or such other postal or electronic addresses as notified by the
                     other Users. An electronic notice given in accordance with this
                     clause is taken to be received when the sender receives an
                     Acknowledgement.

       3.5   Liability and Force Majeure


             3.5.1   “Force Majeure” means anything outside the reasonable control
                     of a party, including, but not limited to, acts of God, fire, storm,
                     flood, earthquake, explosion, accident, acts of the public enemy,
                     war, rebellion, insurrection, sabotage, epidemic, quarantine
                     restriction, labour dispute, transportation embargo, failure or
                     delay in transportation, act or omission (including laws,
                     regulations, disapprovals or failures to approve) of any
                     government or government agency.
             3.5.2   If a party is wholly or partially precluded from complying with its
                     obligations under this Agreement by reason of Force Majeure
                     then that party’s obligation to perform in accordance with this
                     Agreement will be suspended for the duration of the Force
                     Majeure. The party so precluded shall use all reasonable
                     endeavours to avoid or remove the cause of the non-
                     performance and shall continue performance under this
                     Agreement with the utmost dispatch as soon as such cause is
                     removed or diminished.
             3.5.3   As soon as practicable after an event of Force Majeure arises,
                     the party affected by Force Majeure must notify the other parties
                     of the extent to which the notifying party is unable to perform its
                     obligations under this Agreement.
             3.5.4   A User may terminate all or any part of this Agreement if an
                     event of Force Majeure precludes the other User from complying
                     with its obligations under this Agreement for a continuous period
                     of more than sixty days.
       3.6   Severability
             If any provision, or part of any provision of this Agreement, is invalidated
             by operation of law or otherwise, the provision or part will to that extent
             be deemed omitted and the remainder of this Agreement will remain in
             full force and effect. Should the case arise, the Users agree that such
             invalidated provision thereof shall be replaced by a similar but legally
             valid provision which will be as close as possible in commercial effect to
             the invalidated provision or part thereof.

       3.7   Assignment



Interchange Agreement V1.0           Page 13 of 18                        1 June 2007__
             This Agreement may not be transferred or assigned in any form by the
             User without the prior written consent of the other Users, given by a duly
             authorised representative, such consent not to be unreasonably
             withheld.

       3.8   Third Parties (including delegation and outsourcing)
             Each Party to this Agreement shall ensure that the employees, agents
             and third party contractors that it uses to transact (re)insurance
             business in accordance with this Agreement (it being understood that
             such employees, agents and third party contractors will themselves
             become “Users” in accordance with the definition of “User” contained in
             this Agreement) are bound by and comply with the terms and
             obligations that this Agreement imposes on a “User”.
             If a Party procures the services of a third party service provider, in order
             to transmit, log or process electronic information, then such procuring
             party (the Procuring User) shall remain liable for any acts, failures or
             omissions by such third party service provider in its provision of the said
             services as though such acts, failures or omissions were those of the
             Procuring User. For the purposes of this Agreement, the third party
             service provider shall be deemed to be acting on behalf of the Procuring
             User.

       3.9   True, fair and complete copies
             Users shall ensure that all Documents lodged on or communicated by or
             through Peer to Peer by them are true, fair and complete copies of the
             original Documents of which they are copies. Users shall also ensure
             that each scanned Document they lodge or communicate by or through
             Peer to Peer is fully legible save to the extent that the original document
             is not legible.



       3.10 Governance
             The terms of this Agreement cannot be unilaterally altered. Any
             alteration to this Agreement shall only be binding on the Users when
             agreed in writing by properly authorised representatives of the Users or
             such other body or bodies as all of these parties acting together may
             appoint from time to time for the purpose of making alterations to this
             Agreement.

       3.11 Compliance
             The Users shall comply with all legal and regulatory requirements
             relevant to their rights and obligations under this Agreement.

      3.12     Statutory References
               References to any statute, statutory provision or statutory
              instrument include a reference to that statute, statutory provision or
              statutory instrument together with all rules and regulations made
              under it all as from time to time amended, consolidated or re-
              enacted.


Interchange Agreement V1.0           Page 14 of 18                        1 June 2007__
      3.13    Placing Slip Controls
              In the event, and to the extent only, of any conflict between the
              Placing Slip and any other Document, the Placing Slip shall prevail.




Interchange Agreement V1.0        Page 15 of 18                      1 June 2007__
EXHIBIT A
                    CEDR MODEL MEDIATION AGREEMENT
                            (PLEASE ATTACH)




Interchange Agreement V1.0    Page 16 of 18          1 June 2007__
                                    EXHIBIT B
                   Applicable versions of the ACORD standards


•      AMS 1.4
•      RLC 2005-2 (with 2006-2 Codesets)
•      DRI 1.2

or such other updated versions of the above ACORD standards which are
introduced from time to time to comply with any changes or to adapt to the
appropriate phase of the project development.




Interchange Agreement V1.0        Page 17 of 18                 1 June 2007__
   Executed as an Agreement

   Signed by, for and on behalf of the [BROKER]:

   Organisation:
   ________________________________________
   Name:
   ________________________________________
   Title:
   ________________________________________
   Date:
   ________________________________________
   Signature:
   ________________________________________
   Executed as an Agreement

   Signed by, for and on behalf of [UNDERWRITER]:

   Organisation:
   ________________________________________
   Name:
   ________________________________________
   Title:
   ________________________________________
   Date:
   ________________________________________
   Signature:
   ________________________________________




Interchange Agreement V1.0        Page 18 of 18     1 June 2007__

				
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