Commercial Risk Solutions U.S. Brokerage Terms of Service

As Client’s broker of record for certain insurance coverages, policies, bonds and/or programs (“Programs”), Commercial Risk Solutions U.S. (“Aon”) commits to the timely and thorough disclosure of placement strategies, marketing options and broking results. The services Aon provides to Client will be subject to these Commercial Risk Solutions U.S. Terms and Conditions which, unless Aon and Client agree in writing otherwise, are applicable to Aon’s services to Client.

Aon’s Obligations

Aon delivers its services based on the information Client give Aon or which is given to Aon expressly on Client’s behalf. In preparation for placing or renewing Client’s insurance coverage, Aon will consult with Client regarding insurance market conditions, the insurers Aon suggests be approached, Aon’s recommended program options to pursue, and Aon’s marketing strategy on Client’s behalf. By the conclusion of the marketing process, Aon will provide Client with written information regarding the coverage details, policy terms and conditions provided by the markets.

Aon will assist Client in gathering and preparing the underwriting information and completing insurance applications. Aon relies on Client for the accuracy and completeness of any information Client or anyone else provides to Aon on Client’s behalf. Aon will also rely on Client to provide Aon 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 Client.

Aon will obtain Client’s instructions to Aon to bind specific programs based on the program proposal Aon provide. Aon expects Client to carefully review all documents Aon give Client, including binders, policies and endorsements, and to advise Aon immediately if Client detect any mistakes or believe the contents do not address Client’s needs or instructions.

Aon will administer Client’s relationship with insurance companies including, where applicable, issues such as billings in connection with selected programs, data reporting, and compliance with negotiated requirements.

Other than as expressly provided in these Terms and Conditions, Aon will not be responsible for providing any legal, accounting, taxation, regulatory, or other specialist advice (“Specialist Advice”) that Client may require in connection with the Services. If Specialist Advice are required, Client acknowledges and agrees that such advice will be sought by Client from an appropriately qualified person or entity.

Aon may provide services to entities in the same industry and/or markets as Client or with whom Client may have business dealings. This may give rise to potential conflicts of interest; however, Aon has policies and procedures in place to help identify and manage any such potential conflicts of interest that may arise. In the unlikely event that Aon identifies any actual conflict of interest in the provision of Services that Aon is unable to appropriately manage, subject to any obligations of confidentiality that Aon may owe to third parties and in compliance with Applicable Laws (as defined herein), Aon shall notify Client and seek agreement on how to continue to provide such Services.

Client’s Obligations

Client shall comply with all Applicable Laws. “Applicable Laws” means any laws, regulations, governmental, quasi-governmental or regulatory rules, orders, decrees, or any mandatory codes of practice or standards which are (i) applicable to the provision or receipt of the Services; (ii) applicable to acts undertaken or required to be undertaken in connection with this Agreement; or (iii) referred to in this Agreement; in each case solely as applicable to the referenced party.

Client agrees to provide Aon promptly with all Client Information which Aon needs to deliver the Services and fulfil its obligations under these Terms and Conditions. Client is responsible for the accuracy and completeness of all Client Information that is submitted to Aon. While Aon will use reasonable endeavors to draw Client’s attention to obvious gaps and errors in Client Information, Aon is under no obligation to verify it unless data verification and cleansing is listed as a Service agreed in writing between the Parties. Any delay or failure in the provision of Client Information to Aon or any delay created by the correction of errors in Client Information may result in Aon being unable to meet any agreed timetable and/or additional fees being charged. “Client Information” means all information, data, and materials (in whatever form or media) provided to Aon by or on behalf of Client.

Client agrees to review carefully any deliverables supplied by Aon and advise Aon promptly on receipt if the deliverable contains errors or omissions caused by Aon with respect to the specifications agreed in writing between the Parties.

An inflationary environment and supply chain delays, among other factors, increase losses and therefore Client is encouraged to engage professional appraisers to conduct current property valuations to help avoid underinsured losses or delays in loss adjustments.

Insurance Producer’s Role and Compensation

The role of the insurance producer such as Aon 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 Aon and insurers states otherwise, any commission that Aon is entitled to receive for any placements is fully earned at inception of the insurance programs described in Aon’s insurance proposals and Aon 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.

In addition to retail commissions, Aon and its affiliates may receive additional forms of compensation from insurers and third parties including but not limited to: contingencies, overrides, bonus commissions, national additional commissions, wholesale commissions, subscription market brokerage charges, referral fees and/or administrative expense reimbursements.

In placing, renewing, consulting on or servicing Client’s insurance coverages, Aon and its affiliates 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 Client’s insurance coverages with a particular insurance company.

Client may obtain information about compensation expected to be received by Aon based in whole or in part on the sale of insurance to Client, and (if applicable) compensation expected to be received based in whole or in part on any alternative quotes presented to Client by Aon by contacting Client’s Account Executive or emailing: [email protected].

International Trade Restrictions

The Aon Group maintains a strict global policy regarding compliance with international trade restrictions (the “TR Policy”) including, those administered in the United States by the Office of Foreign Asset Control (“OFAC”). Compliance with the TR Policy is mandatory for all Aon staff worldwide, and no exceptions to the TR Policy are permitted under any circumstances.

In summary, the TR Policy incorporates all Applicable Laws, which may expose Aon to the risk of sanctions or other penalties, including those that relate to export controls and designated parties (including parties regarded by OFAC as Specially Designated Nationals). The TR Policy affects, in particular (but not solely), certain transactions related to countries subject to sanction, prohibition or restriction under UN Security Council Resolutions or under other applicable trade or economic sanctions, laws or regulations (collectively known as “Restricted Territories”). The Restricted Territories under the TR Policy may be subject to change in line with international trade restrictions.

Aon expects Client to carry out appropriate due diligence to ensure its activities are in accordance with all applicable trade restrictions laws and regulations. Aon does not assume responsibility for Client’s compliance with such requirements. If Client becomes aware that any of the Services, including any risk Client has (re)insured or are proposing to (re)insure through Aon, involves a Restricted Territory or any other relevant trade restrictions, Client should inform Aon (or the relevant Aon Related Entity (as defined herein)) immediately. Where Aon becomes aware that an entire transaction is contrary to the TR Policy, then Aon will be unable to act for the period during which the transaction is contrary to the TR Policy. If part of a transaction Aon has been asked to carry out (or has already carried out) would constitute, or constitutes, a breach of the TR Policy, Aon will not be able to act with respect to that part, whether it involves a placement, renewal, variation of (re)insurance contract, payment, processing, advising, the handling of a claim or any other Service for the period during which that part of the transaction is contrary to the TR Policy. Aon will be able to continue to provide other Services that do not contravene the TR Policy.

Aon will not incur any liability whatsoever to Client in the event Aon relies upon this Clause.

Anti-Bribery and Anti-Corruption

The Parties undertake: (i) to maintain appropriate policies, procedures and internal controls designed to prevent that any acts of bribery or corruption in breach of any anti-bribery and anti-corruption laws applicable to either party, in relation to the Services, will take place anywhere in the world; (ii) not to do, or omit to do, any act that will cause or lead either party to breach any anti-bribery and anti-corruption laws applicable to it; and (iii) to keep proper and accurate books and records reflecting all payments made, and expenses incurred in connection with the performance of the Services.

Prior Placements

Aon assumes no responsibility for the adequacy or effectiveness of programs or coverages that Aon did not implement or place.

Confidentiality

Subject to the remaining provisions of this Confidentiality provision, where a party (the “Receiving Party”) receives any Confidential Information from the other party (the “Disclosing Party”) or on the Disclosing Party’s behalf, the Receiving Party will treat the Confidential Information as set out herein. “Confidential Information” means any information, including Client Information and Aon Information, these Terms and Conditions, data, documents or materials (whether provided in writing, orally or in any other form) in connection with the provision of the Services or these Terms and Conditions.

The Receiving Party will not distribute or disclose any Confidential Information without the Disclosing Party’s prior written consent except where:

(i) the Confidential Information was lawfully received from a third party without obligations of confidentiality;

(ii) the Confidential Information becomes known in the public domain through no fault of the Receiving Party;

(iii) the Confidential Information is independently developed by the Receiving Party;

(iv) it is necessary for the Receiving Party to disclose such Confidential Information to its professional advisers or auditors or where it is required to disclose such Confidential Information by law or any regulatory authority; and

(v) in respect of Aon, the disclosure is for the purposes of providing the Services, or where Aon is performing insurance intermediary services, the disclosure is normal broking industry practice (e.g. to insurers or prospective insurers).

Where the Receiving Party is required to make any disclosure of Confidential Information by law or regulation, the Receiving Party will notify the Disclosing Party of such disclosure in advance to the extent reasonably practicable and legally permissible.

Aon may disclose Client's Confidential Information to (i) Aon’s service providers as needed for services provided to Aon, (ii) Aon Related Entities to the extent necessary to perform its obligations agreed in writing between the Parties; (iii) any subcontractors as necessary for them to perform or support the Services, provided that Aon will have in place with such service providers and subcontractors appropriate and reasonable obligations regarding the safeguarding of such Confidential Information. Client acknowledges and agrees that Aon may disclose to underwriter(s) or MGA(s)/MGU(s), such of Client’s Confidential Information as may be reasonably necessary in order to obtain quotations for and to place Client’s insurance program.

Each party will treat any Confidential Information provided as confidential and take appropriate measures to protect the privacy and confidentiality of such Confidential Information and comply with all Applicable Laws.

Save where otherwise agreed, the existence of the relationship between Aon and Client (or between any Aon Related Entity or any Client Related Entity) which is the subject of these Terms and Conditions or any Services, is not to be treated as Confidential Information.

“Aon Related Entity” means any entity that is Controlled by, Controlling or in common Control with Aon, where "Control" means the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by contract or otherwise. “Client Related Entity” mean any entity that is Controlled by, Controlling or in common Control with Client.

Collection and Use of Non-Personal Information

Client acknowledges that the Aon Group gathers non-personal data about its clients and Client Related Entities in respect of services provided and, where applicable, clients’ (re)insurance placements, including but not limited to, names, industry codes, policy types, premium and policy expiration dates, claims and other loss related services, as well as information about the (re)insurance companies that compete to provide coverage to Aon’s clients. Aon may use this information, subject to Applicable Law, as follows:

(i) To share the information with (re)insurance companies (or a nominated third party) to strengthen the value proposition to clients;

(ii) To share the information with Aon Group members;

(iii) To provide customized services and recommendations to Aon’s clients, for example: identifying client opportunities, optimizing and improving Aon products, services and operations;

(iv) Creating industry reports, conducting benchmarking and undertaking market research; and

(v) Providing and developing analytical solutions and performing statistical, financial and risk modeling, among other services.

For the purpose of this Clause, “Aon Group” means the Aon group of entities worldwide, being Aon PLC, Aon’s ultimate parent company, and all its subsidiaries, related/associated companies, affiliates as well as joint ventures of such subsidiaries, related/associated companies and affiliates.

Due to the global nature of services provided by the Aon Group, information that the Aon Group receives may be transmitted, used or stored and otherwise processed outside the country where Client submitted the information.

Marketing

Neither party shall use the name or marks of, or refer to, or identify the other party in any public announcements or press release without the prior written approval of an authorized representative of the other party (which approval a party may withhold in its sole discretion), except no such written approval is required to the extent any such disclosure is required by Applicable Law. Unless otherwise instructed by Client, Aon will use Client’s logo, pictures, and other publicly available information to effectively market Client’s Programs to insurance and surety markets or for use in Aon’s business records.

Intermediaries

Aon encourages its retail brokers to approach markets directly (without an intermediary) wherever possible. However, where Aon believes it is in Client’s best interest, Aon 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 Client’s insurance. Aon prefers, wherever possible, to use the services of an Aon-affiliated Intermediary and Aon shall not be responsible for a non-Aon affiliated Intermediary’s actual or alleged acts, errors, or omissions or those of its officers, directors, or employees. When an Aon-affiliated Intermediary works with insurers with whom Aon have placed Client’s insurance, Aon may share information Aon has collected from Client with such Intermediary or with (re)insurers to facilitate that Intermediary’s placement of (re)insurance, which may generate remuneration for Aon. Any and all compensation earned by an Intermediary in connection with the Programs shall be in addition to the compensation paid to Aon and shall not be credited against any Fee.

Pricing

Aon does not and cannot guarantee the availability or price of insurance for Client’s risks and is not responsible for fluctuation in the premiums charged by insurers. Aon will rely on Client to review and approve any calculation or estimation of premium and Aon is not responsible for any loss occasioned as a result of Aon’s calculation or estimation of premium and statutory charges that may apply to Client’s insurance.

Insurer Solvency

While Aon only engages insurers who meet certain requirements as established by Aon from time to time, Aon make no representation, guarantee or warranty as to the solvency or ability of any insurer to pay any amounts for insurance claims or otherwise.

Surplus Lines and Other Government Taxes

Insurance may not be available in the admitted marketplace for the terms and conditions specified by Client. In such event, Aon’s 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 Aon or its affiliates on Client’s behalf may require the payment of state surplus lines, excise, or other taxes and/or fees in addition to the premium itself. Aon 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 Client. Aon will invoice Client for the payment of such taxes and fees where it is Aon’s responsibility to do so.

Premium Remittance

Premiums paid by Client to Aon for remittance to insurers and Client premium refunds paid to Aon by insurance companies for remittance to Client are deposited into fiduciary accounts in accordance with applicable insurance laws until they are due to be paid to the insurance company or Client. Subject to such laws and the applicable insurance company’s consent, where required, Aon will retain the interest or investment income earned while such funds are on deposit in such accounts.

Client Responsibilities

To the extent that any portion of Aon’s compensation, by operation of law, agreement or otherwise, becomes adjusted or credited to Client, it is Client’s responsibility to disclose the actual net cost of the brokerage and insurance costs Client have incurred to third party(ies) having an interest in such amounts.

Insurance Proposals and Summaries

Aon’s insurance documents containing proposals to bind coverage, summaries of coverages, and certificates of insurance placed are furnished as a matter of information for Client’s 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.

Contract and Lease Review

In instances where Aon provides summaries of contractual requirements or provisions, or any suggested additional or alternative wordings to any contract or lease at Client’s request, such language must be reviewed Client’s legal advisor before Client take action based upon Aon’s statements. Aon does not and cannot provide legal advice as to whether Client’s insurance program covers legal obligations contained in 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.

Loss Control

Any loss control services, summaries and/or surveys performed by Aon are advisory in nature and are for the sole purpose of assisting Client in Client’s development of Client’s risk control and safety procedures. Such services and/ or surveys are limited in scope and do not constitute a safety inspection nor verify that Client is in compliance with federal, state, and local laws, statutes, ordinances, recommendations, regulations, consensus codes or other standards.

Claim Notification to Insurers

Unless Aon has a specific signed agreement with Client to the contrary, it is Client’s responsibility to take such steps as are necessary to directly notify those insurers whose policies may apply to any circumstances, occurrences, claims, suits, demands and losses in accordance with the terms and conditions of Client’s policies. Aon assumes no duty or responsibility with respect to such notifications or monitoring Client’s obligation to place insurers on notice unless undertaken in a separate written agreement. Client may send copies of such notices to members of Aon staff for informational purposes only, but the receipt of such notice by Aon shall not create additional duties or obligations owed by Aon to Client nor constitute notice to Client’s insurers.

Limitation of Liability

To the fullest extent permitted by law, and subject to the following provisions of this Limitation of Liability provision, Aon’s liability and the liability of all Aon Related Entities and their respective employees or agents to Client and all Client Related Entities and their respective employees or agents for any and all Losses (as defined below), whether based in contract, tort (including negligence), breach of statutory duty or otherwise will be limited to USD$2.5 million (“Limitation of Liability”). Nothing in this Liability provision is intended to exclude or restrict a party’s liability for, fraud or intentional misconduct or any other liability which cannot be lawfully excluded or restricted. “Losses” mean any and all damages, losses, liabilities, expenses (including reasonable attorneys’ fees and expenses) and interest.

To the maximum extent permitted by law, in no event will either party (including any and all Related Entities and their respective employees or agents) be liable to the other party for any indirect, incidental, consequential, exemplary, reliance, special, or punitive damages (including loss of data, business or goodwill, or government fines, penalties, taxes, or filing fees) or any lost sales, business opportunities, revenues or profits, regardless of whether such liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose, statutory liability or otherwise, and even if advised of the likelihood of such damages.

Aon and any Aon Related Entity and their respective employees or agents shall have no liability for any Losses arising out of an error or omission by Client or Client Related Entity and their respective employees or agents.

Client agrees to indemnify Aon and any Aon Related Entity and their respective employees and agents for all Losses incurred by Aon or any Aon Related Entities and their respective employees and agents in excess of the Limitation of Liability.

All representations (whether express or implied) and all implied conditions, warranties and terms as to the provision of the Services by Aon are excluded to the extent permitted by law or regulation.

Save as set out in Aon’s Obligations, nothing in these Terms and Conditions shall create, imply or operate as an admission that Aon or Aon Related Entity, owes or accepts any duty or responsibility to Client or Client Related Entity.

To the extent permitted by law, all claims and Losses between the Parties relating to, directly or indirectly, or arising from these Terms and Conditions (including the Services), however caused, regardless of the form of action and on any theory of liability, including contract, strict liability, negligence or other tort, shall be brought under these Terms and Conditions and shall be subject to the terms of these Terms and Conditions.