Service Company Underwriting Agreement

LMA3078(18 November 2008)
Form approved by Lloyd’s Market Association

Page 1 of 12

Table of Contents
Title
FORMATION, SCOPE AND TERMINATIONEFFECTIVE DATEPERIODPERSONS RESPONSIBLE FOR OPERATION AND CONTROLGRANT OF AUTHORITY
DELEGATION OF AUTHORITY
AUTHORISED CLASS(ES) OF BUSINESS AND COVERAGE(S)PERIOD OF INSURANCES BOUND
MAXIMUM LIMITS OF LIABILITY/SUMS INSUREDGROSS PREMIUM INCOME LIMITTERRITORIAL LIMITATIONSAGGREGATESPREMIUMS, DEDUCTIBLES AND EXCESSES FOR INSURANCES BOUND
AUTOMATIC RENEWAL OF INSURANCES BOUND
OTHER CONDITIONS AND/OR REQUIREMENTS RELATING TO THE OPERATION OF THE
AGREEMENTCANCELLATION AND TERMINATIONEFFECT OF EXPIRY, CANCELLATION OR TERMINATIONDOCUMENTATION FOR INSURANCES BOUND
DOCUMENTS ISSUED
WORDINGS, CONDITIONS, CLAUSES, ENDORSEMENTS, WARRANTIES AND EXCLUSIONSAPPLICABLE TO INSURANCES BOUND
SECURITY OF DOCUMENTSSETTLEMENT OF CLAIMS FOR INSURANCES BOUND
PROCEDURE FOR THE HANDLING AND SETTLEMENT OF CLAIMSRECORD KEEPING & REPORTING
RECORD KEEPINGREPORTING
REMUNERATIONGENERAL REQUIREMENTS
INTERNET TRADING
FEES AND CHARGESTAXESPREMIUM FINANCE CONTRACTSSEPARATE BANK ACCOUNTSPOWER TO ISSUE DIRECTIONS AND REQUIREMENTS
ADVERTISINGJURISDICTION AND DISPUTESCOMPLIANCE WITH THE LAWCOMPLAINTS OR PROCEEDINGSJURISDICTION AND GOVERNING LAWENFORCEABILITY CLAUSE
SEVERAL LIABILITY
GENERAL INTERPRETATION

Section

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36

ADDITIONAL PROVISIONS APPLICABLE TO THE UNITED KINGDOMDATA PROTECTION ACTCONTRACTS (RIGHTS OF THIRD PARTIES) ACT1999 CLARIFICATION CLAUSE

37
38

NOTICES39

SCHEDULE

Page 2 of 12

SERVICE COMPANY UNDERWRITING AGREEMENT

This Service Company Underwriting Agreement, the Schedule attached hereto and any endorsements
hereon (‘the Agreement’) is made by and between the Underwriting Members of Lloyd’s whose syndicate
numbers and proportions are shown in the attached table (‘the Underwriters’), and the Service Company
Coverholder whose name and address is stated in the Schedule.
Whereas it is proposed that the Service Company Coverholder will have authority to bind insurances onbehalf of the Underwriters and do such other things as may be incidental to binding risks, it is mutually
understood and agreed between the Underwriters and the Service Company Coverholder as follows:-

FORMATION, SCOPE AND TERMINATIONSECTION 1
EFFECTIVE DATE
1.1

The Agreement shall take effect only when all parties have executed the Agreement;

1.2

Any amendment to the Agreement shall be evidenced in writing and endorsed hereon.
amendments shall be acknowledged in writing by the Service Company Coverholder;

1.3

Any renewal of the Agreement shall take effect only when the Underwriters have received fromthe Service Company Coverholder signed written acceptance of the terms of the renewal.

All

SECTION 2
PERIOD
Subject to Section 1, the Agreement is effective during the period stated in the Schedule unless cancelled
or terminated in accordance with Section 15.
SECTION 3
PERSONS RESPONSIBLE FOR OPERATION AND CONTROLThe person(s) named in the Schedule is(are) responsible for the overall operation and control of theAgreement and may from time to time nominate such other person(s) who may, in accordance with theAgreement, bind insurances, issue documents evidencing contracts of insurance and exercise any claims
authority.
SECTION 4
GRANT OF AUTHORITY
4.1

4.2

4.3

The Underwriters hereby authorise the Service Company Coverholder to:4.1.1

bind insurances and amendments thereto for the Underwriters’ account;

4.1.2

act as the Underwriters’ agent in accordance with Section 28 for the purpose of receiving
premiums from insureds and settling refunds and to receive claims money prior to onward
transmission to insureds;

In respect of every insurance bound, the Service Company Coverholder has a duty to:4.2.1

issue documents evidencing the contracts of insurance, endorsements and such otherdocuments evidencing cover as may be agreed in writing by the Underwriters;

4.2.2

collect and process premiums and return premiums on the Underwriters’ behalf;

4.2.3

handle claims and/or settle claims if authorised;

The grant of authority under 4.1 and 4.2 shall be in accordance with the terms and conditions
contained in the Agreement.
Page 3 of 12

SECTION 5
DELEGATION OF AUTHORITY
5.1

Subject to Section 5.2, the Service Company Coverholder may, for and on behalf of theUnderwriters, sub-delegate the powers and authorities under the Agreement to an entity which isitself a Lloyd’s approved coverholder (or to a restricted coverholder);5.2

The Service Company Coverholder shall obtain the prior written consent from the Underwriters to
the sub-delegation to the proposed sub-Coverholder; and5.2.1

enter into for and on behalf of the Underwriters a written agreement with the
sub-Coverholder in the form of a registered binding authority (or where the subCoverholder is a restricted coverholder, in the form of a restricted binding
authority). The written agreement with the sub-Coverholder shall not purport todelegate to the sub-Coverholder greater powers and authorities than thosedelegated to the Service Company Coverholder under the Agreement.

5.2.2

the written agreement referred to in paragraph 5.2.1 above shall include
provisions to the effect that:5.2.2.1 the Service Company Coverholder or the Underwriters may (severally)
give to the sub-Coverholder directions, conditions or requirements
regarding the operation of the written agreement with the subCoverholder;
5.2.2.2 that upon the Agreement being cancelled or terminated in accordancewith Section 15 below the sub-Coverholder shall immediately cease tohave authority to offer terms, bind insurances, renew, cancel, amend oralter in any way insurance already bound without the prior writtenconsent of the Underwriters but that all other terms and obligations
contained in the sub-Coverholder written agreement shall continue tohave full effect; and5.2.2.3 the Service Company Coverholder warrants to the sub-Coverholder that itis acting as agent for the Underwriters in entering into the writtenagreement and as such has full ability, capacity and authority to act andmake any decisions for and on behalf of the Underwriters in relation to
the written agreement.

5.3

Where the Service Company Coverholder sub-delegates any of its powers and authorities under the
Agreement to a sub-Coverholder, the Service Company Coverholder shall remain responsible to theUnderwriters for the proper discharge of those powers and authorities.

SECTION 6
AUTHORISED CLASS(ES) OF BUSINESS AND COVERAGE(S)The Service Company Coverholder is authorised to bind insurances only of the class(es) and for thecoverage(s) stated in the Schedule.
SECTION 7
PERIOD OF INSURANCES BOUND
7.1

No insurance shall be bound for a period greater than that stated in the Schedule;

7.2

Every insurance bound shall commence during the period of the Agreement;

7.3

No insurance shall be bound further in advance of its inception date than the number of days
stated in the Schedule;

7.4

No insurance shall be bound which provides for automatic or tacit renewal, unless otherwise
agreed by the Underwriters;

7.5

Each insurance bound shall run to its contractual expiry date, unless cancelled or terminated inaccordance with its individual cancellation or termination provisions;Page 4 of 12

7.6

In the event of cancellation or termination of any insurance bound the Service Company
Coverholder shall comply with any applicable law relating to the cancellation or termination ofsuch insurance and to the return of premium, commission, fees, charges and taxes.

SECTION 8
MAXIMUM LIMITS OF LIABILITY/SUMS INSURED
The Service Company Coverholder is authorised to bind insurances only up to the limits of liability or sums
insured stated in the Schedule.
SECTION 9
GROSS PREMIUM INCOME LIMIT
9.1

The Service Company Coverholder shall not bind total gross premium income in excess of the limit
stated in the Schedule;

9.2

The Service Company Coverholder shall monitor the total gross premium income bound and notify
the Underwriters immediately if it becomes apparent that the total gross premium income is likely
to exceed the percentage of the limit stated in the Schedule;

9.3

For the purposes of this Section, gross premium income shall be defined as all premiums andadditional premiums, less return premiums (before deductions of any commission and excluding
any tax or policy or other charges).

SECTION 10
TERRITORIAL LIMITATIONS
10.1

The Service Company Coverholder is authorised to bind insurances only for risks located in the
territory(ies) stated in the Schedule;

10.2

The Service Company Coverholder is authorised to bind insurances only for insureds domiciled in
the territory(ies) stated in the Schedule;

10.3

The territorial limits of each insurance bound shall not be greater than those stated in the
Schedule.

SECTION 11
AGGREGATESThe Service Company Coverholder shall monitor the aggregate exposures and shall not bind total
aggregate limits in excess of the amounts stated in the Schedule other than with the prior writtenagreement of the Underwriters.
SECTION 12
PREMIUMS, DEDUCTIBLES AND EXCESSES FOR INSURANCES BOUND
All gross premiums for insurances bound and any Deductibles and/or Excesses shall be determined inaccordance with the arrangements, procedures or formula as provided for in the Schedule.
SECTION 13
AUTOMATIC RENEWAL OF INSURANCES BOUND
13.1

The Service Company Coverholder shall maintain adequate records to identify and monitor, within
any applicable time frames, all insurances bound which provide for or are subject to law granting
automatic renewal or any extension of the period of any insurance bound;

13.2

The Service Company Coverholder shall review each insurance bound prior to its individual
renewal date in order to offer renewal terms or to decline the renewal. This process shall be
carried out in compliance with any applicable automatic renewal law;

Page 5 of 12

13.3

The Service Company Coverholder is responsible where appropriate for the necessary, timely andproper issuance of any notice of non-renewal for individual insurances bound to prevent theirautomatic renewal.

SECTION 14
OTHER CONDITIONS AND/OR REQUIREMENTS RELATING TO THE OPERATION OF THE AGREEMENT
14.1

The Service Company Coverholder shall comply with any conditions and/or requirements stated in
the Schedule or endorsed hereon;

14.2

The Service Company Coverholder shall comply with any amendments to the Agreement as statedin the Schedule or endorsed hereon.

SECTION 15
CANCELLATION AND TERMINATION
15.1

Without prejudice to the terms of 15.2, the Agreement may be cancelled at any time by either
party giving to the other not less than:15.1.1 the number of days notice in writing as stated in the Schedule; or
15.1.2 the minimum notice period, if any, required by local law;
Any such notice will be effective from the date given, and the Agreement will terminate upon the
expiration of the period of such notice;

15.2

Unless the Underwriters specifically agree to the contrary in writing, the Agreement will be
automatically terminated in the event the Service Company Coverholder:15.2.1 ceases to be eligible in accordance with Lloyd’s requirements as a “service company
coverholder” ;15.2.2 is merged with, acquired by or otherwise absorbed by any individual, corporation or otherbusiness entity or organisation of any kind;15.2.3 becomes the subject of voluntary or involuntary rehabilitation or liquidation proceedings
or becomes insolvent or the subject of an action in bankruptcy or makes or proposes any
composition with its creditors;
15.2.4 ceases, for whatever reason, to be regulated by the Financial Services Authority or otherregulatory body or have any relevant licence or authority to conduct business suspended,removed or impaired by any order or decree of any judicial or regulatory authority.

SECTION 16
EFFECT OF EXPIRY, CANCELLATION OR TERMINATION
16.1

Immediately upon receipt of notice of cancellation or termination of the Agreement, the Service
Company Coverholder shall:16.1.1 have no authority to extend insurances already bound without the prior written consent of
the Underwriters; and16.1.2 give written notice to any sub-Coverholders appointed under Section 5 above to terminate
any written agreement(s) with sub-Coverholder(s);16.2

With effect from the date of expiry, cancellation or termination of the Agreement:16.2.1 except as stated in 16.3 below the Service Company Coverholder shall have no authority tooffer terms, bind insurances, renew, cancel, extend, amend or alter in any way insurances
already bound without the prior written consent of the Underwriters. Such written consent
shall only be effective where it is not in contravention of local law;
16.2.2 the Service Company Coverholder remains under a duty to perform its obligations inaccordance with the terms and conditions of the Agreement until every insurance has
expired or has otherwise been cancelled or terminated and, in respect of claims arisingunder such insurances, until all such claims have been paid or otherwise resolved unlessotherwise instructed by the Underwriters;
Page 6 of 12

16.2.3 the Underwriters’ rights to receive monies due in respect of insurances bound shall not beaffected and the Service Company Coverholder agrees not to challenge these rights
provided always that, if the Underwriters at their written option collect monies frominsurance brokers or other insurance intermediaries, insureds or others from whom monies
may be due in respect of insurances bound, the Underwriters shall give the Service
Company Coverholder credit for such sums;
16.3

With effect from the date of expiry of the Agreement, unless the Underwriters instruct the Service
Company Coverholder otherwise, the Service Company Coverholder shall retain the authority underthe Agreement to cancel, amend or alter insurances already bound until every such insurance has
expired or has otherwise been cancelled or terminated and, in respect of claims arising under suchinsurances, until all such claims have been paid or otherwise resolved;

16.4

Where the Agreement has terminated because the Service Company Coverholder ceases to havethe required authorisation or right (or any relevant exemption therefrom), the Service Company
Coverholder will not be under the duty referred to in 16.2.2 if its obligations under the Agreement
would, if performed, cause it to be in breach of any applicable regulatory prohibition; in suchcircumstances the Service Company Coverholder shall be under a duty to cooperate with andimplement all reasonable instructions from the Underwriters to effect the transfer of servicing of
the insurances bound by the Service Company Coverholder to such parties as the Underwriters may
appoint.

DOCUMENTATION FOR INSURANCES BOUND
SECTION 17
DOCUMENTS ISSUED
17.1

The Service Company Coverholder shall issue a document evidencing the contract of insurance(which may be in the form of a certificate) in respect of every insurance bound and an
endorsement in respect of every change made to each insurance bound:17.1.1 documents evidencing contracts of insurance issued shall be uniquely numbered and shall
include the Agreement number stated in the Schedule;
17.1.2 endorsements, if any, shall include reference to this Agreement’s reference number andshall be uniquely identified;

17.2

The format of any certificate or renewal certificate to be issued by the Service Company
Coverholder shall be as stated in the Schedule and agreed by the Underwriters prior to use.

17.3

Each document evidencing a contract of insurance and endorsement issued shall bear thesignature of one or more directors of the Service Company Coverholder or of such other persons
nominated by the person(s) identified at Section 3 above;

17.4

If required by local law or the insured requires that an insurance is evidenced by a policy insteadof a certificate, the Service Company Coverholder shall request a policy and such policy shall be
issued by the Underwriters and any certificate issued shall be void;

17.5

Immediately upon binding the Service Company Coverholder shall issue evidence of insurance tothe insured or the insured’s agent. The document (or any endorsement) shall be issued as soon aspracticable, but in any event, no later than 30 calendar days after inception (or seven days forretail business), or in accordance with local law or regulatory requirements;

17.6

The Service Company Coverholder shall retain a copy of all documents issued and shall retain all
records relating to insurances bound for a minimum of seven years or such greater period as may
be required by local law or regulatory requirement;

17.7

For the avoidance of doubt, no “joint certificate” shall be issued in respect of insurance bound.
For these purposes “joint certificate” means a certificate or other document evidencing acontract of insurance under the Agreement on behalf of Lloyd’s Underwriters and which also
evidences a proportion of the insurance accepted for other Lloyd’s Underwriters or insurancecompanies.

Page 7 of 12

SECTION 18
WORDINGS, CONDITIONS, CLAUSES, ENDORSEMENTS, WARRANTIES AND EXCLUSIONS APPLICABLE TO
INSURANCES BOUND
18.1

All insurances bound shall be subject to the wordings, conditions, clauses, endorsements,
warranties and exclusions as stated in the Schedule;

18.2

Each document evidencing a contract of insurance must contain the full text of each wording,condition, clause, endorsement, warranty, exclusion and any other document(s) forming part ofthe individual contract of insurance. Furthermore all included wordings, conditions, clauses,
endorsements, warranties, exclusions and other documents shall be identified and itemised in or
upon the document;

18.3

Each document evidencing a contract of insurance must identify the law and jurisdiction
applicable to the contract of insurance, the period of insurance, the limits of liability or sums
insured, the amount of the premium and any other applicable provisions that may be required
under relevant local laws and regulations;18.4

Each document evidencing a contract of insurance shall contain a Several Liability Notice as statedin the Schedule;

18.5

Except where the binding or administration of the insurances is regulated by the Financial Services
Authority:18.5.1 Each document evidencing a contract of insurance must contain a statement to the effectthat all enquiries and disputes should be addressed to the Service Company Coverholder
whose name and address must be clearly stated on the document;

18.6

Where the binding or administration of the insurances is regulated by the Financial Services
Authority:
18.6.1 Each document evidencing a contract of insurance shall show the name and address of theService Company Coverholder and shall contain a statement that:18.6.1.1

All claims and other enquiries shall be addressed to the entity whose nameand address is stated in 18.6.1.1 of the Schedule;

18.6.1.2

All complaints must be referred in the first instance to the Service
Company Coverholder and, if no satisfaction is obtained, complaints canbe referred to Policyholder & Market Assistance, Lloyd’s at the addressstated in 18.6.1.2 of the Schedule;

18.6.1.3

Where the Service Company Coverholder deals with the insured through aretail agent, in respect of any claims referred by the insured to theService Company Coverholder, the Service Company Coverholder acts asagent for the Underwriters and not the insured;

18.6.1.4

Lloyd’s is regulated by the Financial Services Authority (‘the FSA’) whose
address is stated in 18.6.1.4 in the Schedule.

SECTION 19
SECURITY OF DOCUMENTS
All stocks of documents to evidence contracts of insurance, endorsements and other documents and any
electronic method of storing and/or producing documentation shall be kept secure at all times.
SETTLEMENT OF CLAIMS FOR INSURANCES BOUND
SECTION 20
PROCEDURE FOR THE HANDLING AND SETTLEMENT OF CLAIMSThe procedure for the handling and settlement of claims shall be as stated in the Schedule.

Page 8 of 12

RECORD KEEPING & REPORTINGSECTION 21
RECORD KEEPING
21.1

The Service Company Coverholder shall be responsible for ensuring that it establishes, creates andmaintains complete records in respect of its activities and responsibilities under the Agreement
including in respect of all insurances bound, premiums received, expenses and claims paid;

21.2

If the Agreement is a restricted binding authority, as defined by Lloyd's requirements, the Service
Company Coverholder agrees to permit access to Lloyd's, at any time during usual business hours
and on reasonable notice, to inspect and audit any records, statistical information, accounts andbusiness processes relating to the operation of the Agreement.

SECTION 22
REPORTING
22.1

The Service Company Coverholder shall provide written reports to the Underwriters in such form,
containing such details and within such timeframes as the Underwriters may from time to timerequire. Without prejudice to the generality of the foregoing this may include requirements that
the Service Company Coverholder shall submit:
22.1.1 details of insurances bound including details of the insureds;
22.1.2 premium bordereaux at such intervals as the Underwriters may require;22.1.3 claims bordereaux (including paid claims and outstanding claims) at such intervals as theUnderwriters may require;22.1.4 reports on gross premium income accepted (including whether total gross premium income
is likely to exceed the limits stated in 9.2 of the Schedule);
22.1.5 details of aggregate exposures;
22.1.6 equivalent details in respect of risks bound by any sub-Coverholder appointed by theService Company Coverholder under the Agreement.

REMUNERATIONSECTION 23
The Service Company Coverholder shall be remunerated in accordance with the provisions as stated in 23of the Schedule.
GENERAL REQUIREMENTS
SECTION 24
INTERNET TRADINGThe Service Company Coverholder may offer, negotiate, accept, decline, process or otherwise transact
insurances to be bound via any internet site, portal or similar system in such manner as may be agreed by
the Underwriters and providing that the use of the internet site, portal or similar system is compliant withany relevant legal, regulatory or Lloyd’s requirements.
SECTION 25
FEES AND CHARGES
Policy, service and other fees and charges applied by the Service Company Coverholder must not breachany local law(s) or regulatory practice(s) which may be in force at the time. All such policy, service andother fees and charges must be shown separately and not concealed from the insured or the Underwriters.
Page 9 of 12

SECTION 26
TAXES
26.1

It is the responsibility of the Service Company Coverholder:26.1.1 to ensure the collection and forwarding to the Underwriters of any tax(es) due frominsureds and disbursement of any refunds of such tax(es) due to insureds; and26.1.2 where required by local law, to collect tax(es) due from insureds and pay tax(es) to theappropriate authorities and to make any necessary returns and to ensure any
disbursements of refunds of such taxes are made to insureds;

26.2

All tax(es) must be shown separately on the document evidencing the contract of insurance issued
to the insured and not concealed from the insured or the Underwriters;

26.3

All records in respect of tax(es) must be maintained for a minimum period of seven years or suchgreater period as may be required by local law;

26.4

The Service Company Coverholder shall immediately notify the Underwriters of any tax inspection
or audit in relation to the Agreement or any insurance bound under the Agreement and of theresults of such inspection or audit.

SECTION 27
PREMIUM FINANCE CONTRACTSThe Service Company Coverholder shall not enter into or permit others to enter into premium financearrangements in the name of and on behalf of the Underwriters.
SECTION 28
SEPARATE BANK ACCOUNTSAll monies received by the Service Company Coverholder, from or on behalf of the Underwriters, shall bereceived by the Service Company Coverholder in a fiduciary capacity on behalf of the Underwriters andshall be:28.1

deposited immediately into an account separate from the Service Company Coverholder’s generalor operating account for onward transmission for the purposes set out in 28.3 and shall not beotherwise held or retained;

28.2

identified in the Service Company Coverholder’s book of account, separately from other funds
held by the Service Company Coverholder;

28.3

used solely for the purpose of settling accounts with the Underwriters or the payment of thecommissions, premium refunds, claims or any other transaction authorised by the Underwriters.

SECTION 29
POWER TO ISSUE DIRECTIONS AND REQUIREMENTS
29.1

The Underwriters may from time to time issue in writing any directions, conditions or
requirements to the Service Company Coverholder regarding the operation of the Agreement.
Without prejudice to the generality of the foregoing this may include directions, conditions or
requirements:29.1.1 relating to the class of business that may be bound;29.1.2 relating to the territorial limitations of any business that may be bound;29.1.3 relating to the premiums, deductibles and excesses to be applied;
29.1.4 relating to the format and content of the document evidencing contracts of insurance(including proposal forms) that the Service Company Coverholder or any sub-Coverholder
may issue on behalf of the Underwriters;

Page 10 of 12

29.1.5 a direction to suspend or terminate the Agreement, where such a direction has been given
by Lloyd’s to the Underwriters;
29.1.6 any other directions, conditions and/or requirements which in the sole opinion of theUnderwriters are appropriate for the proper discharge of the Service Company
Coverholder’s obligations under the Agreement.
SECTION 30
ADVERTISING
30.1

The Service Company Coverholder may only refer (or permit any other party to refer) to Lloyd’s in
any publicity, letterheads, directories or advertising material, whether in print, electronic or any
other form or media, in accordance with the rules and guidelines issued by Lloyd’s and with theagreement of the Underwriters and subject to all local insurance regulatory requirements. Detailsof the current rules and guidelines are available to the Service Company Coverholder from theUnderwriters or from Lloyd’s;

30.2

The Service Company Coverholder must agree with the Underwriters any specific marketing
material to be used in relation to the insurances to be bound.

JURISDICTION AND DISPUTESSECTION 31
COMPLIANCE WITH THE LAW
31.1

Without prejudice to any of the rights or obligations otherwise specified in the Agreement, theService Company Coverholder shall:31.1.1 comply with all applicable laws for the legal and proper handling of all insurances boundor intended to be bound, and shall use its best endeavours to ensure that any otherparties with whom it deals in carrying out its duties under the Agreement comply withsuch laws where applicable;
31.1.2 ensure it maintains any insurance it is required by the FSA or other relevant regulatory
authority to hold.

SECTION 32
COMPLAINTS OR PROCEEDINGSThe Service Company Coverholder shall notify the Underwriters immediately (or at such periods as may be
agreed with the Underwriters) upon becoming aware of any matter arising out of the operation of or inconnection with the Agreement which has resulted or could result in a complaint to any regulatory
authority or gives rise to litigation or proceedings against the Underwriters or the Service Company
Coverholder.
SECTION 33
JURISDICTION AND GOVERNING LAW
The Agreement is subject to English law and practice and to the exclusive jurisdiction of the English
courts.
SECTION 34
ENFORCEABILITY CLAUSEIn the event any portion of the Agreement is found to be invalid or unenforceable, the remainder shallremain in full force and effect.
SECTION 35
SEVERAL LIABILITY
The liability of the Underwriters is several and not joint and is limited solely to the extent of theirindividual proportions as shown in the attached table. The Underwriters are not responsible for the
Page 11 of 12

subscription of any co-subscribing underwriter or any other insurer or co-insurer who for any reason does
not satisfy all or part of its obligations.
SECTION 36
GENERAL INTERPRETATIONIn the Agreement, words importing the singular shall include the plural and vice versa. Headings areincluded for ease of reference and convenience only and shall not affect the interpretation of theAgreement. References to “law” include references to any applicable, common or customary law and any
treaty, constitution, statute, legislation, decree, rule, regulation, judgement, order, writ, injunction,
determination, award or other legislative or administrative measure or judicial or arbitral decision in any
jurisdiction which has the force of law or compliance with which is in accordance with the generalpractice of such jurisdiction.
References in this Agreement to “Service Company Coverholder”, “approved coverholder”, “restricted
coverholder”, “registered binding authority” and “restricted binding authority” shall, unless the context
otherwise requires, have the meaning provided for in Lloyd’s requirements (where the expression “Lloyd’s
requirements” includes Lloyd’s Acts, byelaws, requirements, standards or guidance).
ADDITIONAL PROVISIONS APPLICABLE TO THE UNITED KINGDOM
Sections 37 and 38 are part of the Agreement if and only if the Service Company Coverholder istransacting business in the United Kingdom.
SECTION 37
DATA PROTECTION ACTThe Service Company Coverholder shall comply with its obligations under the Data Protection Act 1998,
whether as a data controller or data processor (as appropriate), and if the former, the Service Company
Coverholder shall ensure that it is included in the register maintained by the Information Commissioner.
The Service Company Coverholder shall process data regarding insureds and prospective insureds inaccordance with the Data Protection Principles (including, where the Service Company Coverholder isacting as data processor, the Seventh Data Protection Principle) and for the purposes only of providing
insurance to insureds and prospective insureds and of handling claims to the extent allowed by theAgreement.
SECTION 38
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 CLARIFICATION CLAUSEA person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act
1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
SECTION 39
NOTICES
Notice of cancellation or termination shall be given in accordance with Section 15 of the Agreement.
Any other notice to be given under the Agreement shall be delivered or sent by first class post, fax
transmission or email to the address or fax number or email address of the other party whose contact
details are as set out in the schedule to the Agreement (or such other address or numbers as may havebeen notified) and any such notice or other document shall be deemed to have been served (if delivered)at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by fax
transmission or email) upon the expiration of 12 hours after dispatch.

LMA3078
18 November 2008
Page 12 of 12

SCHEDULE
This Schedule forms part of and incorporates by reference LMA3078 (the ‘Agreement’), which Agreement
is identified by the Agreement Number and Unique Market Reference Number stated below. For the
purposes of interpretation, the contents of this Schedule shall have meaning only as provided for in theAgreement.
Agreement Number:
Unique Market
Reference Number:
The Service
Company
Coverholder:
Address:
Email address
Fax
The Underwriter:
Address:
Email address
Fax

AGREEMENTSECTION NUMBER

NARRATIVE

Section 2

PERIOD:

From:{Inception Date}

To:{Expiry Date}
Both days inclusive, any time zone

Section 3

THE PERSON(S) RESPONSIBLE FOR THE OVERALL OPERATION AND CONTROL:

Section 6

AUTHORISED CLASS(ES) OF BUSINESS AND COVERAGE(S):(subject to the terms, conditions, exclusions and limitations of theAgreement)

Sub-section 7.1

PERIOD OF INSURANCES BOUND:{} months

MAXIMUM PERIOD OF INSURANCES BOUND:{} months including odd timeSub-section 7.3

MAXIMUM ADVANCE PERIOD FOR INCEPTION DATES:

Section 8

MAXIMUM LIMITS OF LIABILITY/SUMS INSURED:

Sub-section 9.1

GROSS PREMIUM INCOME LIMIT:

Sub-section 9.2

NOTIFIABLE PERCENTAGE OF THE LIMIT NOT TO EXCEED:

Sub-section 10.1

RISKS LOCATED IN:

Sub-section 10.2

INSUREDS DOMICILED IN:

Sub-section 10.3

TERRITORIAL LIMITS:

Section 11

BASIS OF MONITORING AGGREGATE EXPOSURES:

Section 12

MAXIMUM TOTAL AGGREGATE LIMIT(S):{} daysBASIS FOR THE CALCULATION OF GROSS PREMIUMS:DEDUCTIBLES AND/OR EXCESSES:

Sub-section 14.1

OTHER CONDITIONS AND /OR REQUIREMENTS RELATING TO THE OPERATION OF THE
AGREEMENT:

Sub-section 14.2

AMENDMENTS:

Sub-section 15.1.1

NUMBER OF DAYS NOTICE OF CANCELLATION(NOTICE TO BE GIVEN BY THE UNDERWRITERS):{} days{} daysNUMBER OF DAYS NOTICE CANCELLATION(NOTICE GIVEN BY SERVICE COMPANY COVERHOLDER);
Sub-section 17.2

FORMAT OF CERTIFICATES:

Sub-section 18.1

WORDINGS, CONDITIONS, CLAUSES, ENDORSEMENTS, WARRANTIES AND EXCLUSIONSAPPLICABLE TO INSURANCES BOUND:

Sub-Section 18.4

SEVERAL LIABILITY NOTICE:

Sub-sections 18.6.1.1 to 18.6.1.4 only apply where the binding or
administration of the insurances is regulated by the FSA:
Sub-section 18.6.1.1

THE NAME AND ADDRESS TO WHOM THE INSURED SHOULD DIRECT ALL CLAIMS AND OTHERENQUIRIES:

Sub-section 18.6.1.2

THE ADDRESS OF POLICYHOLDER & MARKET ASSISTANCE, LLOYD’S:

Sub-section 18.6.1.4

THE ADDRESS OF THE FSA:

Section 20

PROCEDURE FOR THE HANDLING AND SETTLEMENT OF CLAIMS:(WHERE APPLICABLE) THE PERSON(S) AUTHORISED TO EXERCISE ANY CLAIMS AUTHORITY:

Section 23

THE SERVICE COMPANY COVERHOLDER’S COMMISSION:CONTINGENT OR PROFIT COMMISSION:

Agreement Number:
Unique Market
Reference Number:

SIGNATURE OF THE SERVICE COMPANY COVERHOLDER
In accordance with Section 1 of LMA3078, the Agreement is signed on behalf of the Service
Company Coverholder as acceptance of the terms and conditions of the Agreement inclusiveof any attachments identified in the Schedule.

Signed and accepted on behalf of the Service Company Coverholder

Name and Position of Signatory

Date of Signature
ACKNOWLEDGEMENT OF THE UNDERWRITERS

Signed and accepted on behalf of the Underwriters

Date of acknowledgement

LMA3078
18 November 2008