Terms of Business Agreement(Download here)

This agreement is entered into between the following parties:

Direct 2 Networks (Business Solutions) Limited (hereinafter referred to as “The Company”) whose Registered office is RMS House, 497 Stratford Road, Birmingham, B11 4LE, registered in England under number 5559977. FSA 453240

Tel: 0845 272 3526   Fax: 0845 272 3529    Email: info@direct2networks.co.uk.


And (The Intermediary): ____________________________________________

Address: _________________________________________________________

Post code: __________________________

Telephone Number: ____________________   Fax Number: _________________

Are you FSA authorized?   Yes/No                   FSA Ref Number: ______________

Full name of person completing this form: _________________________________

Position: _________________Direct telephone / email: ______________________

How many branch offices other than above do you have? _____________________

About “The Company”

We act as an Independent Insurance Intermediary and are appointed brokers of certain brokers and / or Underwriters in placing all commercial insurance on behalf of our introducers and direct clients.

For all cases we charge a fee for placing policies, this will always be disclosed to you at the time of providing a quotation.  We may also charge fees in mid term adjustments.  We may at our discretion amend the amount of fees stated within this agreement and we undertake to advise you of any changes initially ..and prior to inception of any cover.

Please note that if you are acting as an introducer - under the Financial Services Authority rules, without a completed and agreed Terms of Business Agreement in place, we are unable to transact any business between ourselves.  It is important that this form is completed and sent to us immediately in order to avoid any breach of requirements.

This form must be completed by all brokers / intermediaries ( if you are a direct customer you should still read this document ) please retain a copy for your records and post to:

Direct 2 Networks (Business Solutions) Limited
91 Smallbrook Queensway, Birmingham, B5 4JL


  1. Interpretation and Definitions (appearing in bold in this agreement)

Client” means a person who is a policyholder or potential policyholder.
Client Money” has the meaning ascribed to it in the FSA Handbook Glossary.
Contact of Insurance” means a non-investment insurance contract as defined in the FSA Handbook Glossary.
FSA” means the Financial Services Authority.
Insurance Mediation Activity” has the meaning ascribed to it in the FSA Handbook Glossary.
Insurance” means non-investment insurance business, which is carried out or effected within the Territory, which is placed by or through The Company for various periods.
Insurer” or “Underwriter” means the person authorized to carry out or effect general insurance business in the Territory and who has provided the Policy and with whom The Company has placed the Insurance.
“Introducer” or “Intermediary” a person or company which introduces a client(s) to The Company for commission. For the purpose of this agreement both The Introducer and Intermediary are treated equally.
Person” has the meaning ascribed to it in the FSA Handbook Glossary.
Policy(ies)” means any document(s) evidencing or forming part of a contract of insurance provided by The Company or the Insurer in accordance with this Agreement and “Policyholder” shall be construed accordingly.
Services” means any service undertaken by The Intermediary for Clients amounting to Insurance Mediation Activity.
Territory” means England, Wales, Scotland, the Channel Islands, the Isle of Man, Northern Ireland and Eire.

  1. Scope

The Company and The Intermediary agree that the terms of this agreement will apply to and govern any and all dealings between them.

  1. Period of Agreement

This Agreement shall commence from the date of the signature on behalf of The Company at the end of this document and shall continue until terminated in accordance with the provisions of Clause 15 below.

  1. Territorial Limits

This Agreement relates only to risks where the Client is domiciled within the Territory as defined, or such other locations as may be separated agreed in writing between the parties.

  1. Relationship

Nothing in this Agreement shall be construed as creating any partnership between The Company and The Intermediary (or any of The Intermediary’s Employees) nor the relationship of principal and agent or employer and employee. 
The Intermediary shall not represent that it or its Employees are in partnership with or an agent or employee of The Company.

  1. Intermediary’s Obligations and Representations

The Intermediary represents and warrants that none of the events outlined in Clause 14 have occurred or are continuing as at the date hereof.

The Intermediary represents and warrants that he acts directly for the Client and that no other Intermediary has any involvement in any part of the arrangements for which The Intermediary is requesting The Company’s assistance in arranging (unless agreed in writing by the company).

The Intermediary shall:

  1. perform the Services to a high standard and with utmost integrity and shall act with due skill, care and diligence in the course of providing the Services;
  2. secure and maintain any and all licenses as may be required by applicable law or convention in the performance of the obligations under this Agreement;
  3. develop and maintain proper files containing all information relevant to any and all Clients and Policies and all obligations placed upon The Intermediary pursuant to this Agreement;
  4. comply fully with the rules and regulations of any governmental or non-governmental agency or department and specifically the FSA, having jurisdiction over any of the matters pertaining to this agreement; and
  5. comply with all applicable data protection laws and regulations relating to the use, processing and storage of data;
  6. submit to The Company such proposal forms, claims experience or other documents requested by The Company in a timely manner and shall recognize that the issue of the Policy will not occur until all relevant documentation has been received and The Intermediary agrees that the FSA requirement for prompt issue is dependent upon receipt of all documentation required.
  1. Intermediary’s Claims Authority 

The Intermediary shall not negotiate, adjust, compromise, settle or commit
The Company or The Insurer to any liability with respect to any claim or suit.  The Intermediary shall however promptly report to The Company all claims and/or suits arising under or in connection with any Insurance or any matter pursuant to this Agreement, which comes to the attention of The Intermediary and co-operate fully in the investigation and adjustment of all such claims and/or suits.  In some cases, the policy documents (if issued) may have a direct claims notification telephone or fax number.

  1. Limitation of Authority and The Company’s right to cancel

The Intermediary is not empowered to bind The Company by contract or to impose any liability on The Company by any statement whether written or oral or by conduct unless previously instructed in specific terms in writing.

Cover on new policies, renewals or alterations will only be in force following receipt by The Company of a written request from The Intermediary and written confirmation by The Company sent.  The Company is not bound to accept any enquiry or proposal for new policies, renewals, or alterations.  Subject to the terms and conditions of any specific Insurance may be exercised by The Company at any time and (provided such cancellation or declination is exercised legitimately) no financial compensation shall be due to The Intermediary as a result of the same.

  1. Premium Payments and Accounting

Subject to any agreement to the contrary Premiums, IPT and Fees for Services are to be accounted for by The Intermediary not later than 21 days after the effective inception, renewal or adjustment date (as appropriate) of the policy whether or not collected by The Intermediary.  In each case The Company will issue an invoice to The Intermediary.  In the absence of payment of the premium by the due date The Company reserve the right to either cancel the cover or consider the case as not taken up (if underwriters accept).  If policies are cancelled The Intermediary will be responsible for any fees (our fees are not refundable in any case/situation) and time on risk charges should any incepted risk not proceed or are cancelled by either party named in this contract including The Insurer.

The Intermediary is responsible for complying with the terms of any premium payment to The Company in sufficient time to allow The Company to remit the relevant funds to The Insurer before expiry of any period stated in such warranty or condition.  The Company will endeavor to assist in extending its credit terms only if premiums are due via a premium funder, in this case The Company will confirm to you in writing.

All Client Money that The Intermediary receives and holds, pursuant to this Agreement shall be held on behalf of its Clients in accordance with FSA rules and not on behalf of The Company.

The Company does not pass risk transfer to any Introducer or Intermediary (unless agreed in writing) so all monies collected for insurance purpose must be treated as client money as detailed within the FSA handbook and according to your FSA permission.

Any money paid to and held by The Company on behalf of The Intermediary’s Clients will be held in a Statutory Trust Account operated by The Company pending settlement to any Insurer or underwriter as set out under the FSA handbook..

  1. Company Fees

The Company will charge a fee on all policies transacted (including new, renewals and adjustments) in addition to the premium (minimum £100) and will be disclosed at quotation stage in writing.  Any fees charged are not refundable in any case.

  1. Intermediary’s Commission

If commission is given by The Company, The Intermediary’s entitlement to the same is conditional upon the following points being satisfied:

A   That The Intermediary’s appointment with The Company is still in force.
B    That the Client has been introduced, and the policy negotiated on behalf of the client by The Intermediary directly.
C   That the premium for the Insurance has been paid to and received by The Company.
D   That The Intermediary continues to act for the Policyholder directly for the duration of the policy.

The commission is payable on net premiums excluding rebates, discounts, fees, IPT, or any deduction due to the Policyholder.  Should The Company give a refund of premium (for whatever reason).  The Intermediary will repay the commission upon the amount refunded.

  1. Client Ownership

The Company undertakes not to solicit any Client of The Intermediary, or contact them other than in the following circumstances:

A   Where specifically requested by The Intermediary
B    Due to non-payment of the premium or we are aware the Intermediary is known to us as ceased trading or deceased.  Note that we are responsible only for the advice or cover we have arranged from the time we act directly to the Client and not prior to this time.
D   Where this agreement has been terminated for any reason detailed in Clause 15 below.
E    The client (insured) requests us to in writing or by phone in which case The Company will advise The Intermediary.

  1. Proposals

All proposal forms and any other material documentation are to be sent to The Company on the same day as received or as quickly as possible after receipt, and in any event within 21days in inception of a Policy or as request by The Company at quotation stage.

  1. Assignability


This agreement is personal to The Intermediary and no assignment is possible.

  1. Notification of Change


The Intermediary shall immediately notify The Company in writing:-
A   Of any change of trading style or address
B    Of any change in Partners (where a partnership)
C   If he or any Partner or Director compounds with creditors, or becomes bankrupt, or has a receiving order made against him or (in case of a company) goes into liquidation or a Receiver is appointed or (in the case of a partnership) is finally dissolved.
D   In the event of any other changes which are material to this Agreement or listed within the Declaration section of the Agency Application Form.

  1. Termination of Agreement

Either party shall have the right, at any time, to terminate this Agreement by serving upon the other party written notice specifying the effective date of termination, which shall be not less than thirty days thereafter.

This Agreement will immediately terminate without notice:
A         if The Intermediary fails to keep The Company informed of any matters referred to in Clause 15;
B          on the death of The Intermediary (if a sole trader);

C         on the expiry, termination or suspension for any reason of any license or permission.  The Intermediary is required to have to comply with the terms of this Agreement (including but not limited to the withdrawal of any permission or authorization of The Intermediary by the FSA);
D         on the insolvency, liquidation or bankruptcy of The Intermediary;
E          on the institution of any proceedings by or against the creditors, either seeking to adjudicate The Intermediary bankrupt or insolvent, or seeking its liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors;
F          on the institution of any proceedings by or against The Intermediary seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property.

This Agreement may be terminated by either party upon written notice.  In this termination, so long as any part or all of  clause 15 or 16 do not apply.  Any outstanding premiums, fees, taxes or documentation due the The Company must be forwarded immediately.
The Company shall not be liable to any Intermediary or third party for any compensation in respect of any losses consequential or otherwise, arising as a result of the termination of this agreement.

  1. Complaints

If the Intermediary or Client has any cause for complaint, they should in the first instance contact The Company verbally (as most common complaints may be a simple delay or misunderstanding by either party).  If you are dissatisfied with the response then you should write to us and we will acknowledge your complaint within 5 working days advising you of how and who will be dealing with your complaint. 

The Company will endeavor to resolve the complaint within 4 weeks.  If for any reason the complaint takes longer to resolve, we will keep you informed and will endeavor to resolve your complaint within 12 weeks.

If the matter is not resolved to your satisfaction it may be possible for you to refer your complaint to the Insurer who is contracted to your policy, in this case you will find the complaints procedure within the policy documents issued.  If you do not have your policy documents then please contact us for the correct details.

If you are still dissatisfied with the way your complaint has been resolved or it has not been resolved at all, then you may refer your complaint to the Financial Ombudsman Service on 0845 080 1800.

  1. Confidentiality

The Intermediary shall during the term of this Agreement and thereafter, safeguard and maintain in confidence all trade secrets and other information relating to The Company.

If The Intermediary obtains an agency with any Insurer or Underwriters as a result of the knowledge of The Company, any client’s policy placed via us through the same agency cannot be transferred without the consent of The Company.  Should The Company lose any revenue as a result of this, then it will seek compensation and costs for recovery from the Intermediary.

  1. Severability

In case any one or more of the provisions contained within in this Agreement shall, for any reason, be held to be unenforceable, without invalidating the remainder of such provision or other provisions of this Agreement this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein, unless such construction would be unreasonable.

  1. Governing Law and Jurisdiction

The construction, validity and performance of this agreement shall be governed in all respects by English Law and any proceedings arising out of or connected with this Agreement shall be subject to the exclusive jurisdiction of English Courts.

NOTE: You should not sign to agree this agreement if you disagree or you are not authorized to bind yourself and the intermediary or any party that would be legally bound to this Agreement.

Signed for and on behalf of Direct 2 Networks (Business Solutions) Limited


___________________________________              Date : July 2009 – July 20011
Sub – Broking Division or Director


Signed for and on behalf of The Intermediary or Introducer by a duly authorized Director/Partner/Principal, or any person who has permission to bind to this agreement (this permission must be attached to the agreement only if you are not the Director/Partner/Principal).


Signed ___________________________________  Date _________________________

Position __________________________________


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