As Your broker of record, Aon Risk Services (“ARS”, “We” or “Us” or “Our”) commits to the timely and thorough disclosure of placement strategies, marketing options and broking results. The services We provide to You, Our client (“Client” or “You” or “Your”) will be subject to these ARS U.S. Business Terms which, unless You and We agree in writing otherwise, are applicable to Our services to You.
We deliver Our services based on the information You give Us or which is given to Us expressly on Your behalf. In preparation for placing or renewing Your insurance coverage, We will consult with You regarding insurance market conditions, the insurers We suggest be approached, Our recommended program options to pursue, and Our marketing strategy on Your behalf. By the conclusion of the marketing process, We will provide You with written information regarding the coverage details, policy terms and conditions provided by the markets.
We will assist You in gathering and preparing the underwriting information and completing insurance applications. We rely on You for the accuracy and completeness of any information You or anyone else provides to Us on Your behalf. We will also rely on You to provide Us promptly with the information needed to deliver the services and to update any information provided where there has been a material change to that information that may affect the scope of delivery of the services, such as the nature of the risk, the insured entities, property values and descriptions of persons to be covered. Applications requiring signature will be signed by You.
We will obtain Your instructions to Us to bind specific programs based on the program proposal We provide. We expect You to carefully review all documents We give You, including binders, policies and endorsements, and to advise Us immediately if You detect any mistakes or believe the contents do not address Your needs or instructions.
ARS will administer Your relationship with insurance companies including, where applicable, issues such as billings in connection with selected programs, data reporting, and compliance with negotiated requirements.
We will provide services unless and until either of us notifies the other that ARS is no longer acting as Your broker of record. Subject to applicable state law and contractual arrangements with insurers, any commissions to which We were entitled are fully earned.
Surplus Lines and Other Government Taxes
Insurance may not be available in the admitted marketplace for the terms and conditions specified by the Client. In such event, ARS’ insurance proposal may include one or more insurers not licensed to transact insurance in the states of exposure and such coverage may be placed as surplus lines coverage pursuant to applicable insurance laws governing the placement of insurance with non-admitted insurers. Persons and entities insured by surplus lines insurers cannot avail themselves of the protection and recovery afforded by the state insurance guaranty funds in the event the surplus lines insurer should become insolvent. The states do not audit the finances or review the solvency of surplus lines insurers.
In some instances, these insurance placements made by ARS or its affiliates on the Client’s behalf may require the payment of state surplus lines, excise or other taxes and/or fees in addition to the premium itself. ARS will endeavor to identify any such tax and/or fee in advance, but in all instances the payment of these taxes and/or fees will remain the responsibility of the Client. ARS will invoice the Client for the payment of such taxes and fees where it is ARS’ responsibility to do so.
ARS will deliver the Included Services based upon the information that the Client and its representatives provide. The Client is responsible for the accuracy and completeness of the information and ARS accepts no responsibility arising from the Client’s failure to provide such information to ARS. ARS must receive promptly the information to deliver the Included Services as well as the Client’s prompt updates to any information where there has been a material change which may affect the scope or delivery of the Included Services, such as a change in the nature of the risk, insured entities, property values and persons or entities to be covered.
To the extent that any portion of ARS’ compensation, by operation of law, agreement or otherwise, becomes adjusted or credited to the Client, it is the Client’s responsibility to disclose the actual net cost of the brokerage and insurance costs You have incurred to third party(ies) having an interest in such amounts.
Claims Notification to Insurers
Unless ARS has a specific signed agreement with the Client to the contrary, it is the Client’s responsibility to take such steps as are necessary to notify directly those insurers whose policies may apply to any circumstances, occurrences, claims, suits, demands and losses in accordance with the terms and conditions of Your policies. ARS assumes no duty or responsibility with respect to such notifications or monitoring the Client’s obligation to place insurers on notice unless undertaken in a separate written agreement. The Client may send copies of such notices to members of ARS staff for informational purposes only, but the receipt of such notice by ARS shall not create additional duties or obligations owed by ARS to the Client nor constitute notice to Your insurers.
Contract and Lease Review; General Advice
In instances where ARS provides summaries of contractual requirements or provisions, or any suggested additional or alternative wordings to any contract or lease at the Client’s request, such language must be reviewed by the Client’s legal advisor before You take action based upon ARS’ statements. ARS does not and cannot provide legal advice as to whether the Client’s insurance program covers legal obligations contained in the Client’s contracts or leases. All descriptions of the insurance coverages are subject to the terms, conditions, exclusions and other provisions of the policies or any applicable regulations, rating rules or plans. Furthermore, it is understood that none of the services provided by ARS are of a legal nature and ARS shall not give legal opinions or provide legal advice or representations.
ARS takes client confidentiality seriously. We have established controls to protect Your information. We are willing to enter an agreement as You may require for the protection of Your confidential data. The Client acknowledges and agrees that the work products provided by ARS are not to be distributed, used or relied upon by third parties without the written consent of both ARS and the Client, except as may be required by Your legal, accounting and non-insurance financial advisors who agree to be bound by this confidentiality agreement.
ARS encourages its retail brokers to approach markets directly (without an intermediary) wherever possible. However, where ARS believes it is in the Client’s best interest, We may recommend the use of intermediaries, including but not limited to co-brokers, sub-brokers, managing general agents/managing general underwriters, wholesale brokers, or reinsurance brokers (collectively, “Intermediary”) to assist in the procurement and servicing of the Client’s insurance.. ARS prefers, wherever possible, to use the services of an ARS-affiliated Intermediary and ARS shall not be responsible for a non-ARS affiliated Intermediary’s actual or alleged acts, errors, or omissions or those of its officers, directors or employees. Any and all compensation earned by an Intermediary in connection with the programs shall be in addition to the compensation paid to ARS and shall not be credited against the Fee, if any.
Collection and Use of Client Information
ARS gathers data containing information about the Client and Your insurance placements, as well as information about the insurance companies that provide coverage to the Client or compete for the Client’s insurance placements. In addition to the information provided by the Client, ARS may collect information from commercially available sources. Such information may include name, address, email address and demographic data.
This information may be shared among ARS affiliated businesses, as well as with third-party service providers acting on Our behalf. In addition to being used to provide services to ARS’ customers, the information may be used for business administration, business reporting, statistical analysis, marketing of ARS products or services and providing consulting or other services to insurance companies for which ARS or its affiliates may receive remuneration. ARS takes appropriate measures to protect the privacy and confidentiality of Our customers as well as to comply with applicable laws and regulations. ARS may use or disclose information about Our customers if We are required to do so by law, ARS policy, pursuant to legal process or in response to a request from law enforcement authorities or other government officials.
Due to the global nature of services provided by ARS, the personal information the Client provides may be transmitted, used, stored and otherwise processed outside of the country where the Client submitted that information.
Use of Logos
Unless otherwise instructed by the Client, ARS will use the Client’s logo, pictures, and other publicly available information to effectively market the Client’s Programs or for use in ARS’s business records.
Premiums paid by the Client to ARS for remittance to insurers and Client premium refunds paid to ARS by insurance companies for remittance to the Client are deposited into fiduciary accounts in accordance with applicable insurance laws until they are due to be paid to the insurance company or the Client. Subject to such laws and the applicable insurance company’s consent, where required, ARS will retain the interest or investment income earned while such funds are on deposit in such accounts.
Each party agrees to waive its right to a trial by jury in any lawsuit or other legal proceeding against the other party and/or its parent(s), affiliates, or subsidiaries, in connection with, arising out of or relating to these ARS US Business Terms or any services provided to the Client by ARS or its affiliates. In any such action or legal proceeding, neither party shall name, as a defendant any individual employee, officer or director of the other party or its parent(s), affiliates or subsidiaries.
Insurance Proposals and Summaries
ARS’ insurance documents containing proposals to bind coverage, summaries of coverages, and certificates of insurance placed are furnished to clients as a matter of information for Our clients’ convenience. These documents summarize proposed and placed policies and are not intended to reflect all the terms, conditions and exclusions of such policies. Moreover, the information contained in these documents reflects proposed or placed coverage as of the effective dates of the proposed policies or the date of the summaries and does not include subsequent changes. These documents are not themselves insurance policies and do not amend, alter or extend the coverages afforded by the proposed or placed policies. The insurance afforded by the proposed or placed policies is subject to all the terms, conditions and exclusions contained in such policies as they are issued by the insurers.
While ARS only engages insurers who meet certain requirements as established by Us from time to time, We make no representation, guarantee or warranty as to the solvency or ability of any insurer to pay any amounts for insurance claims or otherwise.
Foreign Account Tax Compliance Act (FATCA)
FATCA applies to any insurance placements containing U.S.-sourced risk. Client acknowledges that ARS is required to act as a withholding agent on any FATCA eligible premium payments when ARS US or its licensed affiliates are responsible for the remittance of premium payments to insurers, and in such instances, ARS will be responsible for gathering and validating appropriate FATCA form(s) from carriers and intermediaries involved in FATCA eligible premium payments. ARS will not act as withholding agent on premium remitted by You to any other party, including premiums paid directly to insurers or intermediaries.
If Client directs use of a carrier or intermediary that is unable or unwilling to provide FATCA forms to ARS in instances where ARS is to remit premium to that carrier or intermediary, Client will be responsible for paying any additional sums so that the mandated FATCA withholdings can be made while concurrently fulfilling Client’s obligation to remit the full premium amounts necessary to effect coverage. ARS will not be responsible for issues arising from ARS withholding 30% of premium payments in connection with its FATCA obligations.
Client will be responsible for all aspects of FATCA compliance for premium payments made to entities other than ARS, including payments made directly to (re)insurance carriers or intermediaries.
ARS provides ARS’ US W-9 form(s) to Client via Aon.com as directed to Client on invoices. Client agrees with and accepts delivery of such form(s) via Aon.com. Client agrees to work with ARS to provide information required to meet FATCA obligations.
ARS does not and cannot guarantee the availability or price of insurance for the Client’s risks and is not responsible for fluctuation in the premiums charged by insurers. ARS will rely on the Client to review and approve any calculation or estimation of premium and ARS is not responsible for any loss occasioned as a result of ARS’ calculation or estimation of premium and statutory charges that may apply to the Client’s insurance.
Mutual Limited Waiver of Liability
Neither party to these ARS US Business Terms shall be liable to the other for any indirect, incidental, special, consequential, exemplary, punitive or reliance damages (including, without limitation, lost or anticipated revenues, lost business opportunities or lost sales or profits, whether or not either party has been advised of the likelihood of such damages) or for any attorney’s fees (whether incurred in a dispute or an action against the other, or as alleged damages that any party incurred in any insurance coverage dispute, or otherwise) arising out of services provided by ARS or its affiliates.
Standard Terms and Conditions
ARS assumes no responsibility for the adequacy or effectiveness of programs or coverages that We did not implement or place.
Any loss control services, summaries and/or surveys performed by ARS are advisory in nature and are for the sole purpose of assisting the Client in Your development of Your risk control and safety procedures. Such services and/ or surveys are limited in scope and do not constitute a safety inspection nor verify that the Client is in compliance with federal, state and local laws, statutes, ordinances, recommendations, regulations, consensus codes or other standards.
Insurance Producer's Role and Compensation
The role of the insurance producer such as ARS in any particular transaction involves review with insurance purchasers about the benefits and terms and conditions of insurance contracts and selling insurance. Compensation is paid to the producer based on the insurance contract the producer sells. Depending on the insurer(s) and insurance contract(s) the purchaser selects, as well as the arrangement between the producer and the purchaser, compensation will be paid by the insurer(s) selling the insurance contract or by another third party. Such compensation may vary depending on a number of factors, including the insurance contract(s) and the insurer(s) the purchaser selects.
Unless applicable state law and regulation or contractual agreement between ARS and insurers states otherwise, any commission that ARS is entitled to receive for any placements is fully earned at inception of the insurance programs described in Our insurance proposals and ARS is entitled to retain such commissions in the event of a midterm cancellation of coverage or a reduction in coverage resulting in a premium adjustment.
To the extent that any portion of ARS' compensation as reflected on its invoices becomes adjusted or credited to Our client, it is the client’s responsibility to disclose the actual net cost to the client of the brokerage and insurance costs incurred to third party(ies) having an interest in such amounts.
In placing, renewing, consulting on or servicing Your insurance coverages, ARS and its affiliates ("Aon") may participate in contingent commission arrangements with insurance companies that provide for additional compensation, if, for example, certain underwriting, profitability, volume or retention goals are achieved. Such goals are typically based on the total amount of certain insurance coverages placed by Aon with the insurance company or the overall performance of the policies placed with that insurance company rather than on an individual policy basis. As a result, Aon may be considered to have an incentive to place Your insurance coverages with a particular insurance company.
You may obtain information about compensation expected to be received by Aon based in whole or in part on the sale of insurance to You, and (if applicable) compensation expected to be received based in whole or in part on any alternative quotes presented to You by Aon by contacting Your Account Executive or emailing: Aon.US.Broking@aon.com.
Limitation of Liability
ARS’ liability to the Client, in total, for the duration of our business relationship for any and all damages, not otherwise waived under these ARS US Business Terms, including costs, expenses and attorneys’ fees incurred in any underlying action by the Client that may be or are characterized as “compensatory or other damages”, whether based on contract, tort (including negligence), or otherwise, in connection with or related to Our services (including a failure to provide a service) or any other service that We provide shall be limited to a total aggregate amount of US $2.5 million (“Liability Limitation”), to the fullest extent permitted by law.
This Liability Limitation shall apply to the Client and extend to the Client’s parent(s), affiliates, subsidiaries, and their respective directors, officers, employees and agents (hereinafter, each a “Client Group Member” and together, “Client Group”) wherever located that seek to assert claims against ARS, and its parent(s), affiliates, subsidiaries and their respective directors, officers, employees and agents (each an “Aon Group Member” and together, “Aon Group”). Nothing in this Liability Limitation section implies that any Aon Group Member owes or accepts any duty or responsibility to any Client Group Member.
If the Client or any Client Group Member asserts any claims or makes any demands against ARS or any Aon Group Member for a total amount in excess of this Liability Limitation, then the Client agrees to indemnify ARS for any and all liabilities, costs, damages and expenses, including attorneys' fees, incurred by ARS or any Aon Group Member that exceeds this Liability Limitation.