We are committed to providing a high standard of professional service for Our clients and to this end we have prepared this document to ensure that Our clients have a thorough understanding of the scope and limitations of Our services and an appreciation of the standards, conduct and service We are obliged to maintain. Please read this document carefully as it sets out the terms on which We agree to act for You and contains details of Our regulatory and statutory responsibilities. Please contact Us immediately if there is anything in these terms of business which You do not understand or with which You disagree.

We are an independent insurance intermediary. We act as agent for Our clients and are subject to the law of agency. However, in certain circumstances We may act for and owe duties of care to other parties. We will advise You when these circumstances occur, so You will be aware of any possible conflict of interest.

We are authorised and regulated by the Financial Conduct Authority ("FCA") and are regulated by their Handbook of rules and guidance. The FCA has granted Us permission to carry out regulated activities in relation to the selling and administration of general insurance products. You can check this on the FCA's register by visiting the FCA's website at www.fca.org.uk/register or by contacting the FCA on 0800 111 6768.

Under the FCA rules We are required to comply with a number of principles including the following:

• conduct Our business with integrity and pay due regard to the interests of Our customers and treat them fairly;
• conduct Our business with due skill, care and diligence;
• pay due regard to the information needs of Our clients and communicate information to them in a way that is clear, fair and not misleading;
• act with due care, skill and diligence when acting for a customer in relation to a claim, and avoid conflicts of interest.

As a wholesale intermediary We offer services to You, Our client, in relation to accessing Our schemes which are operated under delegated binding authorities. We are committed to providing a high level of professional service to all Our clients; this document sets out the arrangements in Our business dealings with You.

We only deal with or select products from certain underwriters at Lloyd's and other specialist insurers.

Insurance Requirements

You will not receive advice or recommendations from Us. You will need to make Your own choice about how to proceed.

It is important that You understand that any information provided by You to Us is Your responsibility and must be fully accurate. Failure to disclose any material facts may invalidate any insurance policy and result in all or part of a claim not being paid to a policyholder. Any changes to this information must be disclosed at the earliest opportunity and certainly at each renewal. We will rely on You to provide as full and accurate information as possible. If You have any issues about what may be material then please contact Us.

Security

We monitor the financial soundness of insurers that We may use. We will do this by relying on information provided by rating agencies such as A M Best and other information in the public domain. If You have particular concerns or requirements from the security that We use, We will be happy to discuss Your needs with You. We do not guarantee the solvency of any insurer or underwriter used but will use Our best endeavours to provide adequate security.

Confirmation of Cover/Payment of Premium

All policy documentation can be downloaded in PDF format from Our website at www.tristarunderwriting.com at the time of the transaction or at any time thereafter if the policy has been bound online. This will include a debit note showing amounts payable and dates that the money is due. Once payment has been received We will pass on the premiums to insurers on Your behalf within their terms of trade. Any failure to meet the payment date set by Us may in turn delay Us making payment to insurers and as a result lead to insurers cancelling or voiding the policy. We will not under any circumstances pay insurers without having first received cleared funds from You.

Policy Documents

All policy documents and policy amendments can be downloaded in PDF format from Our website at www.tristarunderwriting.com at the time of the transaction or at any time thereafter if the policy has been bound online. If a policy is written off-platform, We will forward the off-platform policy documents to You by email once We have received them from the insurers/underwriters. Please read the documents to ensure that the policy accurately reflects the cover originally requested. Please pay particular attention to any policy conditions/exclusions or warranties that may affect the validity of the insurance which in turn may affect any claims' payments.

Claims

You will be responsible for notifying Us of any claim or potential claim. Please refer to Our website at www.tristarunderwriting.com for Our full claims handling procedure. Once We have received notification from You, We will notify insurers and instruct a loss adjuster if necessary. Please ensure that You provide full information in accordance with the procedures set out in the policy. This includes providing the information within a particular timeframe. Failure to do so may affect the validity of the claim.

We will represent You in the resolution of the claim unless We have a potential conflict of interest in that We act on behalf of insurers. If this is the case, then We will notify You of Our position. We will arrange for the collection or settlement of the claim in accordance with the terms of the policy. Once We have collected the claim settlement We will make every effort to pass the payment to You as quickly as possible.

Where another party is involved in handling the claim We will endeavour to provide information or advice as appropriate.

Client Money Arrangements

As an insurance intermediary We will receive and hold premiums and claims monies in the course of carrying out Our business. We have been granted Risk Transfer from all the insurers We use. This means that once premiums and claims monies are received into Our segregated premium account as cleared funds they are deemed to have been paid to the insurer. Monies are held in an approved bank and details of the account will be supplied separately on request. Premium and claims monies are segregated from all other funds. Any interest earned on client money will be retained by Us.

Remuneration for Our Services

We charge an administration and/or placing fee and/or a proportion of the overall commission which will normally be a percentage of the overall premium which is allowed to Us by insurers. We will also charge a fee if a policy is cancelled. Our remuneration including any profit commission will be supplied to You on request. This does not affect Our position in relation to Our responsibilities under the law of agency.

Your Remuneration

Your Commission percentage will be advised by way of separate communication which will be sent to You via email.

Insurance Premium Finance

We normally offer a finance facility for payment of insurance premium which is arranged through Premium Credit Limited. We normally receive a commission, being a percentage of the interest charged by Premium Credit Limited. Our remuneration deriving from such a loan will be supplied to You on request.

Interest

Any interest earned on client money will be retained by Us for Our own use.

Terms of Trade

You agree to remit to Us (by the date stipulated on the invoice/debit note for each risk) premium and fees due net of any commission ceded.

Non-Payment of Premium

You agree that in the event of non-payment of premium received by You from policyholders to Us within the terms of trade agreed, We reserve the right to include duplicate correspondence directly with policyholders, should that be necessary.

Cancellation

This agreement may be cancelled by either party upon the provision of thirty days' notice in writing and termination will take place thirty days from the date of receipt of the notification. If You terminate the agreement then We may be entitled to remuneration in relation to the services provided by Us which may include commissions and/or placing/administration fees.

Retention of Documentation

We will maintain records of the insurance contract(s) We arrange on Your behalf. It is Our policy to keep placing and claims records in accordance with best practice within the insurance industry. We will automatically destroy records after these periods unless You ask Us to do otherwise. We are happy to provide this service free of charge for as long as You are Our client.

Complaints

If You have a complaint about the way We have transacted Your business then please contact the Chief Executive, Tristar Underwriting Limited, 6 Chancery Lane, Beckenham, Kent BR3 6NR in writing. We will acknowledge Your complaint within 7 working days and deal with it in accordance with Our complaints procedure.

Proceeds of Crime Act ("POCA")

Under the POCA We may need to obtain evidence of the identity of Your clients. For individuals this could be evidenced by a passport or utility bill or for companies this could comprise of a certificate of incorporation, list of directors or shareholders and the registered address. If there is any evidence or suggestion of a suspicious transaction then We are obliged to report this to the National Crime Intelligence Services.

Sanctions

We shall not provide any benefit under any contract of insurance to the extent of providing cover, payment of any claim or the provision of any benefit where doing so would breach any sanction, prohibition or restriction imposed by law or regulation.

Data Protection

The Parties acknowledge and agree that where a Party processes Personal Data under or in connection with this Agreement it alone determines the purposes and means of such processing as a Controller.

In respect of the Personal Data a Party processes under or in connection with this Agreement, the Party:

shall comply at all times with its obligations under the Data Protection Law;

shall notify the other Party without undue delay after, and in any event within 24 hours of, becoming aware of a Personal Data Breach; and

shall assist and co-operate fully with the other Party to enable the other Party to comply with their obligations under Data Protection Law, including but not limited to in respect of keeping Personal Data secure, dealing with Personal Data Breaches, complying with the rights of Data Subjects and carrying out data protection impact assessments.

The Parties shall work together to ensure that each of them is able to process the Personal Data it processes under or in connection with this Agreement for the purposes contemplated by this Agreement lawfully, fairly and in a transparent manner and in compliance with the Data Protection Law. This shall include but not be limited to entering into such other written agreements as may be required from time to time to enable each Party to comply with the Data Protection Law.

For the purposes of this clause:

"Controller" means the person which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

"Data Protection Law" means all applicable statutes and regulations in any jurisdiction pertaining to the processing of Personal Data, including but not limited to the privacy and security of Personal Data;

"Data Subject" means the identified or identifiable natural living person to whom the Personal Data relates;

"Personal Data" means any information relating to the Data Subject; and

"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

Financial Crime

You undertake to Us to comply with all Applicable Requirements and in particular (but without limitation) shall:

establish and maintain policies, procedures, training and controls to deter, recognise and report suspicion of money laundering and terrorist activities; and

inform Us should You discover that any Client appear on any sanction list.

You shall indemnify and keep Us indemnified from and against any foreseeable and material; losses, claims, actions, proceedings, demands, damages, costs, expenses, judgments and other liabilities directly incurred or suffered by Us as a result of or in connection with any material breach by You of the provisions of this clause.

Each Party shall pay due regard to, and co-operate in respect of the observance of, any applicable financial crime and international economic, financial or trade sanctions laws and regulations which bind the relevant customer, You or the Managing Agent.

Neither Party shall take any action which facilitates the evasion of taxes anywhere in the world or which is contrary to any related financial crime laws and regulations (including without prejudice to the generality of the foregoing the Criminal Finances Act 2017).

Neither Party shall be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any laws and regulations against bribery (including without prejudice to the generality of the foregoing the Bribery Act 2010).

Confidentiality

Any information that You provide to Us in relation to Our business relationship will be treated as confidential. Information will only be disclosed if We are required to do so by insurers in relation to the insurance arrangements, or if We are required to do so by the regulatory authorities. All confidential information will be handled appropriately in Our offices.

Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law and the parties all submit to the exclusive jurisdiction of the courts of England and Wales.

RISK TRANSFER

Where You place business through Tristar Underwriting Ltd, We are able to offer You the following relationship between You and the Insurers as detailed in the Terms of Business Agreement.

1. You shall be deemed to be the agent of the Insurers for the collection, receipt and/or return of premiums and the Insurers will accept risk transfer in respect of such monies in accordance with FCA rules.
2. As a condition of the grant of such consent by the Insurers You:
   1. will have the appropriate regulatory authorisation and permissions to undertake the activities contemplated and fulfil their obligations under this agreement;
   2. will hold monies due to underwriters in a statutory or non-statutory trust account that is separate from the assets of Your own firm in compliance with CASS 5. Such an account may contain monies held on behalf of other insurers;
   3. will pay to Tristar Underwriting Ltd the monies due to underwriters within the terms of trade agreed between Us from time to time;
   4. acknowledge that Your sub-agency arrangement will be terminated immediately in the event that You become the subject of liquidation, insolvency, bankruptcy, winding-up or similar proceedings;
   5. acknowledge that Your sub-agency arrangement will be terminated immediately upon cessation or revocation of Your FCA registration and/or a variation of regulatory permissions which precludes You from undertaking the regulated activities contemplated by this agreement;
   6. Not delegate this relationship to any other person or company.
3. The Insurers hereby consent to monies referred to under 2.2 being co-mingled with client monies. Furthermore Insurers consent to monies referred to under 2.2 held in a client monies account being subordinated to those of Your clients in accordance with CASS 5.
4. This agreement is effective from 25/04/2024, and will expire when current rules under CASS are replaced by any future agreements governing the treatment of monies.
5. In the event of the insolvency of Your firm You will co-operate fully with the Insurers and, where possible, assist the Insurers to fulfil their obligations to relevant policyholders under insurance business transacted.
6. The Insurers may, at their discretion, require You to suspend or cease the introduction of insurance business.
7. You acknowledge the right of the Insurers to audit and/or request balance and summaries of all monies held by You as Our Agent at any point in time, either directly or through their agent, and that such summaries will be provided to Us within a reasonable timescale.