Coverholders

Undertaking
The undertaking must be given to Lloyd’s by the applicant under
the terms of paragraphs 10, 15 and 16 of the Intermediaries Byelaw(the ‘Undertaking’).
Words and terms in bold type in this undertaking have the meanings given in theIntermediaries Byelaw or the Definitions Byelaw which can be found at
http://www.lloyds.com/byelaws.
A.

B.

In consideration of Lloyd’s assessing our application, we, the applicant, confirm that after
conducting reasonable enquiries, the information provided in support of our application isaccurate and complete to the best of our knowledge and belief. We acknowledge that if wehave provided any false or misleading information in connection with this application, it may
lead to the rejection of the application or the withdrawal of any coverholder approval given.
If Lloyd’s approves us as an approved coverholder, then in consideration of being
approved, we undertake and confirm to Lloyd’s that:

1 General
1.1
1.2

1.3

1.4

We will deal with Lloyd’s in good faith and in an open and co-operative way.
We will comply with, and act in accordance with, the rules, requirements and guidelines
Lloyd’s makes from time to time in relation to binding authorities and approved
coverholders (the ‘rules’) and any direction given to us by Lloyd’s. This includes complying
with any applicable guidelines Lloyd’s may from time to time make available on
www.lloyds.com regarding the manner in which approved coverholders will conduct theirbusiness under binding authorities.
We will conduct our business with integrity and with due care and skill. We will also take allreasonable steps to avoid harming the name, reputation and standing of Lloyd’s. This will
include complying at all times with the guidelines Lloyd’s issues on using the Lloyd’s nameand brand.
We will only describe or hold ourselves out as a Lloyd’s approved coverholder while weremain on the register of approved coverholders and are a party to a binding authority.

2 Underwriting authority
2.1

2.2

2.3

We will enter into contracts of insurance on behalf of members of a syndicate managed bya Lloyd’s managing agent, or issue quotations or insurance documents or determine
claims, only in accordance with the terms of a binding authority.
We will not exercise any authority we have under a binding authority, including entering
into contracts of insurance and issuing quotations or insurance documents, until that binding
authority has been registered at Lloyd’s.
We will not sub-delegate our authority to enter into contracts of insurance, or our authority toissue documents evidencing contracts of insurance or our authority to determine claims, toany third party other than when given permission by Lloyd’s, if any, and in accordance withthe terms of our binding authority.

3 Administrative arrangements (including insurance monies)
3.1
3.2

We will take reasonable care to organise and control our affairs responsibly and effectively.
We will make sure that all monies received or payable by us, from or on behalf of the Lloyd’s
managing agent (‘insurance monies’), are held in accordance with the requirements set out

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3.3

in the binding authority. We will also comply with any other rules Lloyd’s may issue about
the way insurance monies must be held.
We will also comply with any requirements of the jurisdiction in which we are domiciled, or inwhich we trade, provide services or do business, or in any other jurisdiction as required,about the way insurance monies must be held.

4 Dealing with customers
4.1
4.2

4.3

4.4

4.5

We will deal with customers and clients (including policyholders and prospective
policyholders) (‘customers’) openly and in good faith.
We will charge premiums and fees, and retain any commissions, discounts or brokerage,
only in accordance with the terms of a binding authority or any relevant regulatory
requirements.
We will pay due regard to the information needs of our customers and communicate
information to them in a way which is clear, fair, prompt and not misleading. We will also
handle all complaints from customers in a fair, prompt and orderly way and in compliancewith Lloyd’s and any relevant regulatory requirements.
Where we have authority under the terms of a binding authority to administer or agree
claims we will do so in a fair, prompt and orderly way and in compliance with Lloyd’s and any
relevant regulatory requirements.
We will manage any conflicts of interest, between ourselves, our customers and Lloyd’s
managing agents in a fair and open way.

5 Dealings with the Lloyd’s market
5.1

5.2

We will deal with Lloyd’s managing agents and Lloyd’s brokers openly and in good faith.
We will report to them, and account for all monies received or paid, accurately, fairly,
promptly and, where relevant, account in accordance with any local settlement systems.
We will always comply with the terms of the binding authority we enter into with the Lloyd’s
managing agent unless we are directed otherwise by Lloyd’s.

6 Compliance with local requirements
6.1
We will always comply with all relevant local, fiscal and taxation laws, regulations andrequirements of the jurisdiction in which we are domiciled, or in which we trade, provide
services or do business, or in any other jurisdiction as required. This will include maintaining
any necessary local licences, permits or other authorisations.
6.2
If we cease or fail to comply with any relevant laws, regulations or requirements, or cease or
fail for whatever reason to maintain any necessary local or required licences, permits or otherauthorisations, we will immediately take all appropriate action and notify Lloyd’s, oursponsor and the Lloyd’s managing agent of the lead syndicate that delegated its authority
to us under a binding authority.
7 De-registration or immediate suspension of the firm
If:••

Lloyd’s revokes our approval, or suspends us in accordance with the rules; or
Lloyd’s makes or issues an instruction, condition or direction that we or the Lloyd’s
managing agent must cease entering into contracts of insurance and determining
claims under the binding authority;

we will, subject to any specific instruction, condition or direction made or issued by Lloyd’s,
do the following:i

Immediately cease exercising any authority conferred upon us under a binding
authority.

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ii Promptly destroy or return (to Lloyd’s, the Lloyd’s managing agent or the Lloyd’s
broker) all unused documents that would indicate or imply, if used, that contracts of
insurance we accept are entered into on behalf of members of Lloyd’s.
iii Promptly remove from our electronic, back-up and printing systems any ability to use
any stamp, mark or other thing that would indicate or imply that contracts of
insurance we accept are entered into on behalf of members of Lloyd’s.
iv Handle the run-off of the business (including claims) in a fair, prompt and orderly way(unless a third party has been appointed by the Lloyd’s managing agent or Lloyd’s
has appointed a third party to handle the run-off (the ‘third party’)).
v Co-operate fully with any third party, including providing the third party access to our
premises and providing relevant books, records and other documents.
andvi Comply with the binding authority’s provisions in relation to expiry, cancellation or
termination of the binding authority.
8 Lloyd’s powers
When requested by Lloyd’s (or its representative or agent) we will do the following:iAnswer any questions and provide any information, documents, books, records andother materials which, in the opinion of Lloyd’s (or its representative or agent) relates
or purports to relate either to the operation of a binding authority or to our ongoingapproval as an approved coverholder.
ii Give Lloyd’s (or its representative or agent) all reasonable facilities in our premises inorder to examine such materials including by providing any necessary access to ourelectronic systems.
iii Provide to Lloyd’s any undertakings or declarations which, in the opinion of Lloyd’s(or its representative or agent) Lloyd’s believes to be necessary or appropriate.
9 Miscellaneous
9.1

9.2
9.3

We will immediately notify the Lloyd’s managing agent, Lloyd’s broker and Lloyd’s (asappropriate) of any material changes to the information provided in support of this applicationand of any other matters which relate to us and of which the Lloyd’s managing agent,
Lloyd’s broker or Lloyd’s would reasonably expect notice.
We acknowledge that any failure by us to comply with the terms of the rules or thisundertaking may affect our continuing suitability to be an approved coverholder.
We agree that Lloyd’s (including its representative or agent) shall not be liable for breaches
on our part of any provision in this undertaking and we further agree to indemnify Lloyd’s
against all costs, claims, demands or losses (including without limitation consequential
losses and all interest, penalties and legal and other professional costs and expenses) which
Lloyd’s may incur as a result of breach of this undertaking by us.

10 Data protection
10.1

In relation to the business and personal data that we control and/or process in connection
with our Lloyd’s business, we confirm that:i. We will ensure compliance with any and all applicable data protection legislation at
all times that applies to us, and that all personal data is processed lawfully, fairly andin a transparent manner.
ii. If it is necessary for us to register with our national data protection supervisory
authority, we will obtain and maintain such valid registration as required by such dataprotection supervisory authority.

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iii. We will process, and ensure others involved in the processing, including but notlimited to sub-processors wherever situated, shall process all data safely andsecurely, and shall apply to such processing the appropriate technical andorganisational measures necessary to ensure the safety and security of such data,
including during its transmission, at all times.
iv. We will disclose to Lloyd’s any personal data breach involving Lloyd's data we may
suffer and, acting reasonably and in good faith at all times, will cooperate with Lloyd’s
to mitigate the effects of any such breach.
v. We will cooperate with Lloyd’s should it receive a subject access request or othersubject request (within the terms of the Data Protection Act 2018), other query by adata subject, or a query by a data protection supervisory authority or regulator.
10.2

We acknowledge that where we provide personal data to Lloyd’s, Lloyd’s may process that
personal data in accordance with the Privacy Notice (as updated from time to time) which
can be found on Lloyd’s website at https://www.lloyds.com/common/privacy-notices or bysearching on Lloyd’s website for ‘privacy notices’. Where we provide Lloyd’s with personaldata, we confirm that we have the necessary consents from the data subjects, or satisfied
another legal basis, to provide that data and we have made them aware of the Privacy
Notice.

11 Third party contract rights
None of the provisions of this undertaking shall be enforceable by any third party inaccordance with The Contracts (Rights of Third Parties) Act 1999, or any other law which
may be applicable in other jurisdictions, which would otherwise give a person who is not a
party to a contract the right to enforce any of the provisions under this undertaking. Further,
any failure to comply with this undertaking shall not invalidate or call into question any
contract of insurance we enter into on behalf of a Lloyd’s managing agent. The authority to
enforce compliance with this undertaking will rest solely with Lloyd’s.
12 Governing law
We irrevocably agree that this undertaking and all matters relating to our application to be an
approved coverholder shall be subject to the laws of England and irrevocably agree that the courtsof England shall have exclusive jurisdiction to settle any dispute or controversy (of whatever nature)arising out of or relating to this undertaking or our application for approval. Accordingly, any suit,action or proceedings arising out of or relating to this undertaking or our application shall be broughtin such courts. The foregoing shall apply unless Lloyd’s, in its absolute discretion, elects that the
governing law and applicable courts shall be those of the jurisdiction in which we are domiciled or do
business.

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UNDERTAKINGThis undertaking must be signed by the managing director, chief executive or the principal of theapplicant. The signatory must be authorised to sign this undertaking on behalf of the applicant.
Name of Applicant(company name):
Signature:
Name of person signing the undertaking (inBLOCK CAPITALS):
Position in your firm:
Date (day/month/year):

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