Introduction

Please read this document carefully. It sets out the terms on which we, Morrison Insurance Solutions and Pi Property Insurance, agree to act for you and contains details of our statutory and regulatory responsibilities.

These terms of business are in relation to the Company’s dealings with customers who are acting for purposes relating to their trade, business or profession (“Commercial Customers”). If you are acting for purposes outside your trade, business or profession our Consumer terms of business are applicable. If you have been individually supplied with these terms of business for approval and believe you are not a Commercial Customer, please notify us immediately. Please also immediately notify us if you believe you have ceased to be a Commercial Customer

Contact us immediately if there is anything in our terms of business, which you do not understand, or with which you disagree.

  1. General

    1. Morrison Insurance Solutions and Pi Property Insurance are both trading names of Morrison Edwards Insurance Services Ltd which is a company incorporated in England and Wales (registered number 3755087) with its registered office at 1 Arrow Court, Adams Way, Springfield Business Park, Alcester, Warwickshire, B49 6PU (“we”/ “us”/ “our” / “the Company”).

    2. These terms of business apply to the agreement between us and you to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Whenever we agree to provide Services our doing so constitutes an offer on these terms and your acceptance of the Services shall constitute acceptance of these terms.

    3. These terms of business shall apply to you and all other parties, if any, entitled as a matter of law to rely on the Services or whom we have agreed in writing may rely on the Services (“you” and “your” shall be read, where context allows, as including such other parties). You warrant that you have authority to enter into these terms of business on your own behalf and, if applicable, on behalf of any parties for whom you may be acting.

    4. In addition, these terms of business shall be governed by and construed in accordance with English law. Any dispute regarding these terms shall be subject to the exclusive jurisdiction of the English courts.

    5. A person who is not party to these terms of business has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of these terms of business.

    6. We reserve the right to amend our terms of business in the future. If we do we will inform you in writing.

    7. If there are any additional terms specific to our agreement with you, we will provide written notice of these before we carry out any business with you.

  1. Who regulates us?

    1. We are authorised and regulated by the Financial Conduct Authority (“FCA”). The FCA is the independent watchdog that regulates financial services. Our FCA Registration number is 310316.

    2. Our permitted business is arranging, advising on, dealing as an agent of insurers and clients and assisting on claims handling with respect to non-investment insurance policies.

    3. You can check this on the FCA’s Register by visiting www.fca.org.uk/register or by contacting the FCA on 0845 606 1234.

  1. Scope of our Services

    1. We act as an independent intermediary who provides advice to you, arranges insurance cover to meet your requirements assists you with any claims that you may have if we continue to act as your appointed insurance broker (“Services”).

    2. We offer insurance products from a wide range of Insurers, Independent Insurance Intermediaries and Authorised Underwriting Agents (collectively known as “Insurers”) in relation to a range of commercial insurances and on occasion personal insurances.

    3. We usually give advice and service on the basis of a fair analysis of the market based on your circumstances and requirements. We are not under a contractual obligation to conduct insurance mediation business exclusively with one or more insurance undertakings, and sometimes/in relation to certain types of insurance we do not give advice on the basis of a fair analysis of the market. Where this is the case, we will inform you.

    4. We will inform you whether we are giving a recommendation or simply information in relation to products and providers.

    5. Details of Insurers will be provided to you before you are committed to any particular product.

    6. We may ask some questions to narrow down the selection of products that we will provide details on. You will need to make your own choice about how you proceed. You are ultimately responsible for deciding whether a policy meets your demands and needs.

  1. Quotations

    1. As part of the Service, we will provide you with quotations in relation to insurance cover that we consider are most suitable for your needs. Quotations do not constitute offers. Requests made by you for insurance and proposals for insurance are subject to acceptance by Insurers. Premiums and terms quoted by us are subject to confirmation by Insurers.

    2. Quotations may include a commission payable by the Insurer to us or may include payment of a fixed fee by the Insurer to us.

    3. Quotations will be subject to Insurance Premium Tax at the rate specified by the government body responsible for the collection of tax at the time of inception and subsequent renewal of the policy and, if applicable, instalment fees and transaction charges.

    4. Unless otherwise stated, quotations will remain valid for no longer than 30 days.

  1. Commission and Administration Fees

    1. In most cases, we receive a commission from Insurers, but in some circumstances, we may receive a fee instead of a commission or a combination of both.

    2. Commission rates are variable and do not in many cases reflect the work done by us in arranging the cover and servicing. Where the commission rate does not cover the work done by us, we will add broking and/or administration fees. Any such fee and the reason for the fee will always be notified to you in advance and is non refundable in the event of cancellation.

    3. If you would like details of any commission, remuneration or payment that we receive for arranging the insurance and any additional general insurance related activities please contact us.

  1. Accuracy and Communications /Documentations

    1. The onus is upon you to ensure that all information supplied to us is accurate and we cannot accept any responsibility in the event of such information being inaccurate.

    2. We will issue all documentation to you (including the policy/policy booklet) in a timely manner. Documentation relating to your insurance will confirm the basis of the cover and provide details of the relevant Insurers.

    3. Once you receive your policy documentation you must read through all policy terms, conditions and warranties in the policy documentation. You must ensure that you understand them and are able to follow their requirements exactly. If you are not able to, please advise us immediately, as a breach of any terms, conditions or warranties may enable your insurer to terminate your policy from the date of the breach, and/or repudiate a claim under your policy.

    4. If the policy does not accurately reflect your instructions, you must notify us immediately.

  1. Disclosure and Changes

    1. In order to seek appropriate cover, you will be asked to provide initial details to us so that we can select insurance cover that meets your requirements. You may also be asked to provide further details to us when your cover is up for renewal.

    2. You must inform us and/or the Insurer of any facts that would influence an Insurer in deciding whether a risk is acceptable and, if so, the premium, terms and conditions to be applied (“Material Facts”). When providing us with initial details you must include any Material Facts. If in doubt as to whether a fact is material, you should disclose it and ask for guidance.

    3. In the event that we provide details of the insurance cover in a Statement of Fact, Proposal Form or similar document (collectively referred to as a ‘Statement’), it is your responsibility to check that the information in the Statement is true and accurate before you sign it. Once you have signed the Statement you will have been deemed to have provided all the information requested, including Material Facts. We do not accept any responsibility for the information contained in the Statement after it has been signed by you.

    4. We cannot maintain a permanent record of all information disclosed to us in all cases. Consequently, it is your responsibility to re-disclose Material Facts when your Insurance Policy is renewed. Further, it is your responsibility to ensure that all statements contained in Statement(s) is/are, and remain, accurate and true. In spite of this, it is our practice to retain documents in electronic or paper format for at least three years.

    5. For some types of insurance it is possible that a claim may be made under a policy long after the policy has expired. Therefore, it is important that you keep all documents in relation to your policy safe.

    6. Your duty to disclose Material Facts begins at the start of the Insurance Policy, and continues throughout its term and at each renewal.

    7. Changes (as defined under Mid Term Adjustments below) must be notified to the Company and/or the Insurer as soon as you become aware of them. Notification must be in writing. Where a Change has taken place, your Insurance Policy may be invalid and thus may be temporarily suspended. However, subject to the provisions under Mid Term Adjustments below, the Insurer may accept the Change(s). In these circumstances, subject to payment of the requisite premium, your Insurance Policy will be reinstated.

    8. Failure to disclose any Material Fact, or any inaccuracies in information given, could result in your insurance policy being invalid or cover not operating fully.

  1. Renewals

    1. Renewals are invited on the understanding that there have been no Changes (as defined under Mid Term Adjustments below).

    2. Where it has not been possible to forward a renewal notice to you, this will, whenever possible, be made available upon request.

    3. In respect of some classes of insurance we may operate block insurance arrangements in order to provide competitive terms. On occasions it will be necessary for us to transfer such blocks from one insurer to another where this is beneficial for our clients.

  1. Mid Term Adjustments

    1. If there are any changes to your circumstances that may affect the risk of loss in relation to your Insurance Policy (“Changes”), amendments to your Insurance Policy after inception can normally be arranged. To request an amendment, you must provide full details of the Change(s) to us if we continue to be appointed as your insurance broker. We will provide details of the Change(s) to your Insurer. Insurers will provide you with a quotation in relation to the Change(s). Change(s) must be accepted by your Insurer and adjustments to your Policy will not be made until payment of any premium required by the Insurer has been made.

    2. Quotations for mid-term adjustments will be based on the difference between the premium for your original Insurance Policy and the amendment premium and then calculated on a pro rata basis to the normal expiry of the policy, unless otherwise determined by the Insurer.

    3. Insurance Premium Tax and a reasonable transaction charge may be added if applicable.

  1. Cancelled Policies

    1. Subject to the terms of your Insurance Policy, you may cancel your Insurance Policy by returning the policy and/or the current Certificate of Insurance to us, along with written instructions to cancel the Insurance Policy and subject to no claims having been made throughout the period of your Insurance Policy.

    2. A return of part of your premium may be due, subject to the terms and conditions of your Insurer and your Insurance Policy.

    3. We reserve the right to withdraw and cancel your Insurance Policy if you fail to pay premiums or instalments of premiums by the Due Date (see Payment of Premiums below), or if you fail within seven days of a written request from us, to provide any documentation or information we require.

    4. In the event that your Insurance Policy is cancelled after inception or renewal, our fees and/or commissions will not be returned.

  1. Payment of Premiums

  1. Statements of account will be sent to Caxton’s Chartered Surveyors showing the net amounts due after deduction of remuneration. It is essential that each statement be returned, properly completed, with remittance for the balance due, by the twenty-fifth day of the month in which it is issued.

  1. Caxton’s Chartered Surveyors will be required to collect all premiums and to pay return premiums when they are due unless Morrison Insurance Solutions have agreed other arrangements. Where the Caxton’s Chartered Surveyors advances premiums to a Policyholder, or accepts bills in payment, it does so entirely at its own risk, and cannot hold Morrison Insurance Solutions responsible for any loss Caxton’s Chartered Surveyors sustains. In all cases where a policy/endorsement is not taken up or ceases to be continued, the policy, endorsement, renewal lapse advice, or receipt and certificate of motor insurance must be returned to Morrison Insurance Solutions for cancellation, with the reason noted thereon.

  1. Caxton’s Chartered Surveyors undertakes to hold all funds received on behalf of Underwriters instructed by Morrison Insurance Solutions in an Insurance Bank Account established to RICS standards/requirements as applicable.

  1. Morrison Insurance Solutions shall prepare a premium notice, to be sent to Caxton’s Chartered Surveyors as soon as premiums have been agreed. In the event of any delay in the agreement of the final premium, Morrison Insurance Solutions may prepare and submit an interim premium notice at an amount agreed in advance with Caxton’s Chartered Surveyors pending resolution of the final amount

  1. Without releasing Caxton’s Chartered Surveyors from their obligation to make payment to Morrison Insurance Solutions for any premiums that are due, Morrison Insurance Solutions may, after providing at least 14 days written notice of its intention to do so, approach the client directly to obtain payment of any outstanding sums due for payment to Morrison Insurance Solutions in accordance with this Agreement.

  1. Client Money

    1. Client money is any money of any currency that we receive and hold in the course of arranging or administering insurance on behalf of our clients, or which we treat as client money in accordance with the FCA’s Client Money rules.

    2. In most cases, we will have an agreement with the Insurers where any money received by us will be treated as if it has been received by the Insurer. This means the Insurer will bear the risk of any losses in the event that we become insolvent. This also means that any claims, money or premium refunds received by us from the Insurer will not be treated as received by you until they are actually paid over to you. Money held by us under such arrangements does not constitute client money within the FCA’s Client Money Rules and the remaining sub-paragraphs of this clause do not apply.

    3. Where we do not have a risk transfer agreement with our Insurers as explained above, we will hold your money in a non-statutory trust client money bank account. These accounts are governed by rules that seek to protect clients against any inability of an insurance broker to transfer premiums to an insurer, or to transfer refunds and/or claims money to a client.

    4. The terms of our non-statutory trust account allow us to use the money held in trust on behalf of one client to pay another client’s premium before it is received from that client and to pay premium refunds or claims before we receive payment from the Insurer. We are not permitted to use client money for any other purpose.

    5. We will deposit client money we receive in a bank account with one or more UK approved banks, a list of which can be provided to you on request.

    6. Any interest earned on client money held by us will be retained by us for our own use, rather than paid to you.

    7. We may transfer client money to another person or company such as another broker or settlement agent for the purposes of effecting a transaction on your behalf through that person or company.

  1. Claims and Incidents

    1. You are reminded of the conditions included in your Insurance Policy and the fact that non-compliance may invalidate cover. All incidents that could possibly give rise to a claim should be notified in writing without delay and where appropriate a report form should be completed.

    2. All correspondence, claims, writs, summonses and similar documents should be forwarded immediately to us and/or the Insurer.

    3. We will act with due care, skill and diligence when acting for you in relation to a claim and avoid conflicts of interest.

    4. Claims payments will be made in favour of the name shown on the policy. If payment is required to a third party a signed mandate instruction is required for the insurer to make payment to a specific payee along with a brief explanation for the request.

  1. Insurer Security

    1. We do not guarantee the financial stability of any Insurers, nor do we accept any liability for any losses or costs suffered by you in the event of any Insurers insolvency or other financial difficulty.

  1. Money Laundering/Proceeds of Crime Act

    1. UK money laundering regulations may require us to obtain evidence of the identity of clients for whom we act at the start of a business relationship. This might for example be evidenced by sight of a current signed passport and two recent utility/bank statements. For companies (other than listed ones) evidence of identity might comprise a copy of certificate of incorporation a list of directors a list of shareholders and the registered address.

    2. We are obliged to report to the National Crime Agency any evidence or suspicion of money laundering at the first opportunity and we are prohibited from disclosing any such report.

  1. Data Protection and Confidentiality

    1. We will treat all your information as confidential and in accordance with data protection legislation, including the Data Protection Act 1998.

    2. You understand that the information you provide, including any sensitive information such as criminal convictions or medical conditions, will be passed to or used by the Company, our agents, carefully selected suppliers, authorised bodies and insurance companies for the underwriting, claims handling and processing of your insurance, and to prevent fraud. Information may be passed to insurers in the United Kingdom or other countries, including those with limited data protection laws.

    3. We may want to contact you from time to time with details of other products and services available from us. Please contact us if you would prefer not to receive this information. For training and security purposes, telephone calls may be monitored.

    4. Under data protection laws, you are entitled to copies of personal data held by us upon written application.

    5. Our files are confidential and we reserve the right to refuse to discuss matters relating to your insurance or other details held by us with any person other than you or your legal representative.

  1. Credit Checking consent

    1. To ascertain the most appropriate payment options for you and to protect you from fraud, we use public and personal data from a variety of sources, including a credit reference agency and other organisations. Our search will appear on your credit report whether or not your application proceeds. By agreeing to the terms of business you agree to these uses of your information.

  1. Complaints Procedure

    1. In the event that you have a complaint that cannot be resolved through the usual communication channels you should contact, verbally or in writing, Ian Millard.Your complaint will be acknowledged within 5 working days and a full written explanation provided to you within 20 working days. If we cannot adhere to these deadlines, we will explain our reasons to you in good time.

    2. In the event that your complaint still cannot be resolved, and you are an Eligible Complainant (as defined by the FCA) you can refer your complaint to the Financial Ombudsman Service (FOS). Further information concerning FOS can be found by visiting www.financial-ombudsman.org.uk

    3. We are covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of businesses and the circumstances of the claim. Insurance advising and arranging is covered for 90% of the claim without any upper limit.

    4. Further information about compensation scheme arrangements is available from the FSCS.

    5. None of the above affects your right to take legal proceedings against us.

  1. Variations

    1. Staff are not authorised to agree to any variation to these terms of business but we may vary them from time to time provided always that you are notified and agree to the change.

  1. Cancellation of this agreement

    1. These terms of business may be terminated at any time by mutual agreement, or by either you or us if:

  1. the other is in material breach of a term of these terms of business, and if such breach is capable of remedy, fails to remedy the breach within 30 calendar days of receiving notice specifying the breach to be remedied; or

  2. the other shall become insolvent, or enter into receivership, liquidation, provisional liquidation, or a voluntary arrangement with its creditors, or if a party ceases or threatens to cease to carry on its business or has an encumbrancer take possession or, or a receiver or administrative receiver appointed over, all or any part of its assets; or

  3. either you or we serve not less than 30 days written notice of termination on the other party.

    1. With effect from termination, we shall have no further obligation to perform any of the Services and all sums payable by you shall become due and payable.

    2. In the event that our Services are terminated by you we shall be entitled to retain any fees or commission due.

    3. Subject to regulatory requirements placed on us, after termination we will not retain copies of any insurance contracts placed by us on your behalf so you should make appropriate arrangements for their safekeeping.

  1. Limitation of Liability

    1. The Company’s maximum aggregate liability in respect of any and all claims made by you (under contract, tort, statute, negligence or otherwise) arising out of or in connection with our engagement to act in connection with any individual matter, shall be limited in aggregate to the sum of £15,000,000 in respect of each such matter (including interest and costs). Provided that this clause shall not exclude or limit the Company’s liability for:

  1. death or personal injury caused by the Company’s negligence; or

  1. fraud or fraudulent misrepresentation.

    1. Subject to a) and b) above, the Company shall under no circumstances whatever be liable to the insured, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the agreement.

    2. Except as expressly provided in the agreement, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the Services under this agreement are excluded to the fullest extent permissible by law.

  1. Severance

    1. If a Court or any other competent authority find any provision of these terms of business (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these terms of business shall not be affected.

    2. If any invalid, unenforceable or legal provision of the terms of business would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

  1. Waiver

    1. A waiver of any right under any agreement for Services is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

    2. Unless specifically provided otherwise, rights arising under the agreement are cumulative and do not exclude rights provided by law.

  1. Transferred Business

    1. If we take over service of a policy which was originally placed through another intermediary, we do not accept liability for any errors or omissions in the cover arranged until such time as we have been able to carry out a full review of your requirements and a Proposal Form has been submitted by you and accepted by us.

  1. Assignment

    1. You may not assign your rights under these terms of business without first informing us in writing and obtaining our prior written consent, which we will not unreasonably withhold or delay. We may assign our rights under these terms of business or sub-contract or outsource any of the Services without your consent.

  1. Force Majeure:

    1. For the purposes of these terms of business, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

    2. The Company shall not be liable to you as a result of any delay or failure to perform its obligations under these terms of business as a result of a Force Majeure Event.

    3. The Company’s obligations under these terms are suspended for the period that the Force Majeure Event continues, and we will extend the time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these terms can be performed despite the Force Majeure Event.