BROKING AGREEMENT by monkey6

VIEWS: 44 PAGES: 9

More Info
									                              BROKING AGREEMENT


                                       entered into between

                                Liberty Medical Scheme
                         (hereinafter referred to as "the Scheme")

                                                     and

                          ________________________________
                       (hereinafter referred to as "the Brokerage")


                     WHEREBY IT IS AGREED AS FOLLOWS:

1.   INTERPRETATION AND DEFINITIONS

     1.1   The headings to the various clauses of this Agreement are inserted for convenience only, and
           shall in no way affect the interpretation of this Agreement.

     1.2   Unless the context indicates otherwise:

           a.     use of the masculine gender shall include the feminine;
           b.     use of the singular number shall include the plural and vice versa; and
           c.     The following expressions shall have the meaning assigned to them:

     "Act" - the Medical Schemes Act No. 131 of 1998, as amended, with the Regulations framed
     thereunder.

     "Administrator" - an Administrator accredited as such by the Council for Medical Schemes and duly
     appointed by the Scheme in terms of an administration agreement to act on its behalf.

     "Agreement" - this Broking Agreement between the Scheme and the Brokerage.

     "Commission" - the amount payable to the Brokerage in accordance with the terms hereof and the
     conditions and calculation methods laid down in the Act.

     "Contract" - the membership of the Scheme, which the Scheme authorises the Brokerage to market to
     the clients of the Brokerage, in accordance with the policies and registered rules of the Scheme from
     time to time, at the current rates established and approved by the Scheme.

     "Introducing Consultant" - the natural persons who will sign proposals on behalf of the Brokerage
     for submission to the Scheme and who have been accepted as such in terms of Clause 3.3.2.

     "Premiums" - the premiums or contributions payable to the Scheme in terms of the contract.

     "Proposal" - an application for membership of the Scheme.
     "Regulations" - the Regulations to the Act.

     "Trustee" - a member of the Board of Trustees of the Scheme.

2.   COMMENCEMENT DATE

     This Agreement shall be deemed to have commenced on 1 January 2002 and shall continue
     indefinitely until terminated by either party in terms of Clause 10.

3.   APPOINTMENT

     3.1   The Brokerage is appointed (subject to Clauses 3.2 and 3.3) by the Scheme to act as an
           independent intermediary in terms of the Medical Schemes Act. The Brokerage undertakes to
           ensure that all Introducing Consultants act in good faith towards the Scheme and accepts that the
           Introducing Consultants will be required to comply with the Scheme's marketing and
           administration standards as determined from time to time.

     3.2   The Brokerage is appointed on a non-exclusive basis and is granted the right to market the
           Scheme for the purpose of procuring prospective members to join the Scheme.

     3.3   The Brokerage will deliver to the Scheme a list of Introducing Consultants and a duly completed
           application (in accordance with the form annexed hereto marked "A") signed by each such
           Introducing Consultant within a reasonable period of the commencement of this agreement.

           3.3.1 Within 30 days of the appointment of a new Introducing Consultant or on the death or
                 termination of an Introducing consultant, the Brokerage shall deliver to the Scheme a
                 duly completed application form or written notice of death or termination as the case may
                 be.

           3.3.2 The Scheme shall advise the Brokerage in writing of whether it accepts the appointment
                 of each Introducing Consultant or not.

     3.4   This agreement shall apply mutatis mutandis to all Introducing Consultants who act on behalf of
           the Brokerage.

4.   SCOPE OF AUTHORITY

     The Brokerage acts for all purposes as an independent contractor. Neither the Brokerage nor any of its
     Introducing Consultants or employees shall be deemed as representatives, employees or agents of the
     Scheme for any purpose whatsoever. Without limiting the generality of the foregoing:

     4.1   The Brokerage shall not be entitled to contract on behalf of or bind the Scheme in any manner
           whatsoever or to incur any liability or debt on its behalf.

     4.2   The Brokerage shall not be authorised to publish or cause to be published any advertisements,
           marketing material or other information relating to the Scheme or its business without the prior
           written approval of the Scheme.

5.   COLLECTION AND REMITTANCE OF MONIES

     5.1   Neither the Brokerage nor its Introducing Consultants are authorised to collect any monies or
           issue any receipts in either the name of or on behalf of the Scheme.
     5.2   If the Brokerage or its Introducing Consultant remits a Premium to the Scheme before it has
           been paid to them by their client they shall do so at their own risk. Any refund of Premiums
           will be payable to the applicant.

6.   UNDERTAKINGS BY THE BROKERAGE

     The Brokerage and its Introducing Consultants undertake, at their sole expense, that during the period
     of this Agreement, they shall:

     6.1   Ensure that all Introducing Consultants of the Brokerage who market the Scheme undertake and
           successfully complete all initial and ongoing training which shall be provided by the Scheme
           through its Administrator, or any other authorised person.

     6.2   Compensate any other individuals or entities employed by them to fulfil the obligations arising
           in terms of this Agreement and shall ensure that such individuals or entities comply with the
           provisions of this Agreement.

     6.3   Not use any marketing material or information regarding the Scheme with the intention of
           granting a competitive advantage to any healthcare competitor of the Scheme.

     6.4   Defend, indemnify and hold harmless against any and all claims, liabilities, damages,
           judgements, including legal fees asserted against, imposed upon and/or incurred by the Scheme
           that arise out of the acts or omissions, including negligence of the Brokerage, its Introducing
           Consultants or any other persons under the Brokerages control, in the discharge of the
           Brokerage's or the Introducing Consultants' responsibilities in terms of this Agreement.

     6.5   Effect and maintain on behalf of the Brokerage or its Introducing Consultants and any
           individuals or entities employed by the Brokerage, professional indemnity insurance and other
           such insurance as may be deemed reasonably necessary and required by the Scheme in respect
           of the fulfilment of the obligations and duties arising out of this Agreement. The Brokerage
           and/or its Introducing Consultants shall provide proof of the existence of such insurance cover
           on demand by the Scheme.

     6.6   Ensure that the Brokerage and its Introducing Consultants are duly accredited by the Council for
           Medical Schemes.

7.   SERVICES

     The Brokerage and its Introducing Consultants shall, during the existence of this Agreement, at their
     sole expense, solicit and enrol prospective members of the Scheme and this will include:

     7.1   The submission of proposals to prospective members in a form and only upon terms accepted in
           advance by the Scheme, it being expressly agreed that such proposals, including the amount of
           Premiums payable, shall not be altered without the prior written approval of the Scheme.

     7.2   The accurate and complete recording of information required by the Scheme for the enrolment
           of prospective members in terms of the Contract, and absolute compliance with the policies and
           procedures of the Scheme in this regard.

     7.3   The delivery and explanation of initial administrative forms and contract documentation to
           prospective members.

     7.4   The maintenance of accurate and complete records in respect of the enrolment of members to
           which the Scheme shall be allowed access upon reasonable notice.

8.   CONFIDENTIALITY
     8.1   The Scheme will allow the Brokerage and its Introducing Consultants access to certain
           information and data relating to members in respect of whom the Brokerage is responsible for
           servicing in terms of this Agreement. The data and information shall only be used for the
           purposes of meeting the servicing requirements of that member. the Scheme may in its sole and
           absolute discretion and at any time, withdraw access to any such data and information during
           the period of this Agreement.

     8.2   Both parties to this Agreement undertake not to disclose any information, whether verbal or
           written, which has or could have, either now or in the future, the effect of prejudicing the rights,
           whether in terms of this Agreement or not, of the other party other than information which is
           disclosed in the ordinary course of each party's business and necessary for the purposes of
           fulfilling the terms and conditions of this Agreement.

9.   REMUNERATION

     9.1   As sole compensation for the introduction of members to the Scheme, including any
           disbursements and charges incurred, the Brokerage shall be paid Commission on Premiums
           received by the Scheme during the currency of this Agreement, on Contracts issued pursuant to
           Proposals submitted by Introducing Consultants. Commission may be withheld in respect of
           Proposals not bearing the signature of one of the Introducing Consultants accepted under Clause
           3.2.2.

     9.2   The Commission referred to in Clause 9.1 above shall be paid in accordance with the
           Regulations (subject to any statutory tax deductions) and subject to the terms of this Agreement.
           Commission can be changed at any time provided that such change, except where it may be
           imposed by statute or regulation, will be applicable only to Contracts accepted by the Scheme
           after the effective date of the revised Commission. Increases in Premiums arising out of
           changes in plan types and benefit options shall attract Commissions in accordance with the rate
           of Commission payable at the date of such increase.

     9.3   Any change of plan type or benefit option or Premium under or in respect of a Contract shall
           entitle the Scheme to adjust any Commission in respect of such Contract accordingly.

     9.4   Should a Contract issued pursuant to a Proposal submitted by the Brokerage be terminated due
           to non-payment of Premiums and not be reinstated within three months from the date of
           termination, no Commission shall be paid to the Brokerage after reinstatement of the Contract,
           unless such reinstatement was the result of the sole efforts of the Brokerage or its Introducing
           Consultant.

     9.5   Once the Brokerage is no longer recognised by the Participating Employer, as the servicing
           Consultant and such fact has been notified to the Scheme in writing by the Participating
           Employer, the Brokerage shall refund to the Scheme any excess Commission and any other
           remuneration which it may have received for the period during which it was not recognised.

     9.6   If a Contract is terminated for any reason whatsoever (other than the death of the member) prior
           to the payment of a minimum of two months Premiums, no Commission shall be paid, and if
           such Commission has been received by the Brokerage it shall immediately repay it to the
           Scheme.

     9.7   If the Scheme decides to repay any Premium received by it in respect of a Contract introduced
           by the Brokerage (which the Scheme shall be entitled to do for any reason which it, in its sole
           discretion, deems fit), then the Brokerage shall not be entitled to any Commission on such
           Premium and shall refund to the Scheme on demand any Commission already paid thereon.
   9.8   In the event of termination of this Agreement in terms of Clause 10, payment of any
         Commission due to the Brokerage shall be suspended for a period of twelve months from the
         date of such termination whereafter the balance of Commission then due shall be paid to the
         Brokerage.

   9.9   A statement issued by the Scheme shall be conclusive evidence of the state of the account
         between the Scheme and the Brokerage, unless an error in such statement is reported in writing
         within thirty days of receipt of the statement at the domicilium citandi et executandi of the
         Brokerage (or such other address of which it may previously have notified the Scheme in
         writing as being its business address for the purpose of this Clause).

   9.10 The Brokerage shall not be entitled to cede any of its rights (and in particular its right to
        Commission whether accrued or not) hereunder.

   9.11 Should the Introducing Consultant die or terminate his affiliation with the Brokerage, the
        Scheme may in its sole discretion elect to continue paying any Commission.


10. TERMINATION

   10.1 Either party may terminate this Agreement at any time by written notice to that effect delivered
        or dispatched by prepaid registered post to the other party at its domicilium citandi et
        executandi.

   10.2 On the termination of this Agreement, payment of any Commission to the Brokerage in terms of
        Clause 9.9 shall be subject to:

         (a)    the liquidation or set off of all its indebtedness to the Scheme, and
         (b)    compliance by the Brokerage with Clause 10.3.

   10.3 On the termination of this Agreement the Brokerage shall forthwith deliver to the Scheme all
        monies belonging to the Scheme and printed matter issued by the Scheme or relating to its
        business and arrange for the deletion, within 14 days, of any information contained on computer
        relating to the Scheme or its business.

   10.4 In the event of the Brokerage being a natural person this Agreement shall terminate on the death
        of such person.

11. DEBTS TO THE SCHEME

   11.1 Any amounts advanced to the Brokerage at any time and for any other purpose whatsoever,
        shall constitute debts owed by the Brokerage to the Scheme, which the Scheme may call upon to
        be paid at any time. Should such debts remain outstanding in excess of (30) days they shall
        attract interest at the prevailing overdraft rate of the Scheme’s bankers, which rate shall not
        exceed the maximum rate permitted in terms if the Usury Act.

   11.2 A certificate setting out the indebtedness of the Brokerage to the Scheme signed by a Trustee of
        the Scheme shall be prima facie evidence of such indebtedness and shall be valid as a liquid
        document for the purposes of obtaining provisional sentence or summary judgement against the
        Brokerage.

   11.3 As security for any present or future indebtedness to the Scheme, the Brokerage hereby cedes to
        the Scheme its claim to all amounts to which it may from time to time become entitled
        hereunder. The Scheme shall in its discretion and without notice to the Brokerage be entitled to
        set off any amounts owing to it by the Brokerage from any cause whatsoever, against any
        indebtedness of the Scheme to the Brokerage.
   11.4 Notwithstanding the provisions of the foregoing, the Scheme reserves the right to require the
        Brokerage to register a mortgage bond over fixed property and/or a notarial bond over movable
        property with a view to providing continuing security for any indebtedness by the Brokerage to
        the Scheme and the Brokerage hereby consents to such registration.

12. AMENDEMENT TO AGREEMENT

   This Agreement is the entire agreement between the parties and may only be amended or modified by
   an instrument in writing signed by both parties, with the Scheme represented by a Trustee.


13. JURISDICTION

   For all purposes arising out of this Agreement the parties consent to the jurisdiction of any
   Magistrate’s Court having jurisdiction in terms of Section 28 of the Magistrate’s Court Act. No legal
   proceedings relating to this Agreement shall be instituted or commenced against the Scheme until 14
   days have expired after the delivery to the Scheme at its registered office of a written statement giving
   particulars and the amount of the claim against the Scheme.




14. DOMICILIUM

   The Scheme hereby chooses its domicilium citandi et executandi for all purposes under this Agreement
   at 5th Floor Libridge Building, 25 Ameshoff Street, Braamfontein, Johannesburg. The Brokerage
   hereby chooses its domicilium citandi et executandi for all purposes under this Agreement at:




   ________________________________________________________________________


   14.1 Either party may by written notice to the other party change its aforementioned domicilium
        citandi et executandi.

   14.2 Any notice to either party to the other in terms of this Agreement shall be deemed to have been
        received, if delivered personally at the party’s domicilium, at the time of delivery or, if sent by
        prepaid registered post to the party’s domicilium on the 14 th business day following the date of
        posting.

15. CESSION OF RIGHTS

   15.1 The Brokerage may not transfer, cede or assign any of its right, duties and obligation in terms of
        this Agreement without the written consent of the Scheme.

   15.2 To the extent that the Scheme has appointed an Administrator to administer the Scheme, the
        rights and duties conferred on the Scheme in terms of this Agreement shall apply mutatis
        mutandis to such Administrator.

16. INTERPRETATION
  The decision of the Scheme as to the meaning or the interpretation of this Agreement shall be final and
  binding upon the Brokerage.

17. PRIOR AGREEMENTS

  This Agreement cancels and replaces all prior Broking Agreements or any such like Agreements, if
  any, made between the Brokerage and the Scheme.
Thus done and signed at ………………………. on this …..day of ………………… 20……..

As Witnesses:

1.      …………………………………………

2.      …………………………………………               ………………………………………
                                              for and on behalf of
                                              THE BROKERAGE


Thus done and signed at ………………………. on this …..day of ………………… 20……..




As Witnesses:

1.      …………………………………………

2.      …………………………………………               ………………………………………
                                              for and on behalf of
                                              THE SCHEME
                                LIST OF ON-GOING SERVICES
MEMBERSHIP
1. Loading of application form
2. Maintenance of membership data
3. Checking of membership cards
4. Distribution of membership cards / member packs
5. Membership queries
6. Membership updates (addition/deletion of dependants, addition of new members, deletion of
   terminated member)

QUERIES
7. Claims queries
8. Provider queries
9. Oversee Ex-Gratia cases
10. Facilitate resolution of discrepancies in regard to dependent number and contributions billing
11. Client reporting

MEMBER EDUCATION
12. On-going member education (claiming procedure)
13. Member education
14. Annual benefit and plan changes
15. Industry issues, e.g. legislative and regulatory changes
16. Periodic client visits (state frequency)

CLIENT SERVICES
17. Office based service team

								
To top