ToBA | Edia Limited

Environmental Insurance

Standard Terms and Conditions for the Placement of Insurance

August 2023

Introduction

EDIA Limited (EDIA) is an independent environmental insurance broker and consultant and is authorised and regulated by the Financial Conduct Authority, FRN 843804.

We have been asked to complete certain services and have completed the assessment of the various insurance options applicable to Your Risk and produced a risk analysis and Demands and Needs statement. The placement of insurance will be conducted in accordance with our standard terms and conditions. This document presents these terms and conditions.

This document should be read in association with the detailed analysis of your risk completed by Us.

Please read this document carefully. It sets out the terms on which We agree to act for You and contains details of Our regulatory responsibilities. It also contains details of Our undertaking to You and Our conduct, including limitations on Our liability, and draws attention to Your responsibilities to both Us and to insurers. Please contact Us immediately if there is anything in these terms of business which You do not understand or with which You disagree. These terms can only be varied with written consent. In the absence of an agreement to the contrary, in respect of business placed on Your behalf or the supply of any other insurance related service these terms of business shall form the contract between You and Us.

Contacting EDIA Limited

You can contact EDIA in the following ways:

By writing to:

Duncan Spencer

Director, EDIA Limited

79 Tonbridge Road

Hildenborough

Tonbridge

TN11 9BH

By email to: duncan.spencer@ediainsurance.com
By telephone: 07825 884 222

Definitions

In this Agreement (except where the context otherwise requires) the following terms shall have the allocated meanings:

‘We’, ‘Our’, ‘Us’ means EDIA Limited
‘You’, ‘Your’ means the client of EDIA Limited to which this agreement applies
‘Brokerage’ means that part of the premium paid by You for the insurance that the insurer permits Us to retain for introducing the business to him
‘FCA’ means the Financial Conduct Authority
‘Policy’ means an insurance policy placed in accordance with our Services
‘Services’ means those activities set out in Section 4 below
‘Your Risk’ means the property, project, transaction or other exposure to which this agreement relates to.

Our Role and Service

You have instructed Us to provide You with the following, which shall constitute the entirety of the Services.

We will:

Source non-binding indicative terms from insurers and provide you with an analysis of such terms and the insurers including our recommendation;
Guide you, from an insurance perspective, through the transaction to completion, including providing advice on underwriting information and provision of the Policy;
Effect the placement of the Policy; and
Assist, as intermediary, in ensuring claims information is passed to and is being reviewed by the relevant insurer. Please note that We are not provide claims handling or provide advice.

Our Remuneration

Our remuneration may be as a fee, or brokerage or a combination of both. Any fees will be advised to You before the purchase of insurance or during the course of the policy before We act on Your instructions.

We reserve the right to make charges in addition to any insurance premiums, for arranging, amending, renewing and cancellation of any policy of insurance or any service We might undertake on Your behalf. These charges will always be advised to You before they are incurred and will be shown separately on Our invoices.

Brokerage and fees are earned for the policy period and We reserve the right to retain all such fees and brokerage in full even if the insurance contract is amended, terminated or cancelled for any reason.

Any ‘bounced’/returned cheques will result in a charge to You at the rate stipulated by our bank.

Client balances below £10.00 will be treated as ‘de minimus’ and will either be used to offset future fees charged to You, or held for Our account.

You are entitled at any time to request information regarding any brokerage which We may earn as a result of placing Your business.

Termination

Our Services shall commence on the date You first contact Us with respect to Your Risk and shall continue until the earlier of:

Completion of the Services;
The expiry of the policy period of any Policy placed by Us pursuant to this agreement; or
Termination of this agreement by either You or Us by giving written notice of such termination. Termination will not affect the accrued rights or liabilities of either You or Us.

Standard of Care and Limit of Liability

In providing the Services We will exercise reasonable skill and care of a competent and professional insurance advisor. You agree that:

We cannot be held responsible for advice, recommendations or actions that are based upon incorrect or inadequate disclosure of material information by You, Your directors, employees, representatives, agents or subsidiaries;
We do not make any representation as to the solvency or ability to pay claims of any insurer with whom insurance is placed for You;
Other than the Services, We do not provide any other advice or services (including for the avoidance of doubt any legal or financial advice) to You and make no representation as to the value of, title to or financing of any interest insured;
We do not guarantee the insurability of any interest and it is possible that insurers may not be able to provide insurance that fully meets Your requirements; and
You will not bring, or assist any person in bringing, any claim against any of our partners, employees or consultants in connection with the performance of the Services. Such partners, employees and consultants shall have the right to rely on and enforce these terms.

We will not be liable to You for:

Special, indirect or consequential loss;
Loss, damage or expense to the extent arising from the negligence, wilful concealment or fraudulent acts or omissions of Your directors, officers, employees, agents, advisors or consultants or such similar persons at Your subsidiaries or holding companies.
Our liability under this agreement, howsoever arising, shall not exceed in the aggregate the sum of £2,000,000. These limitations of liability shall not apply to liability for fraud or wilful concealment on Our part or any other liability which cannot be excluded at law or by virtue of the FCA rules.

Our Product Selection

We offer products from a wide range of insurance companies.

Our selection usually involves presenting to a reasonable number of insurance companies that will insure for the risk at hand, and this is called a fair and personal analysis of the market.

Sometimes We may only approach a specified number of insurers and this is a Panel, or in some cases, we may only approach One insurer, in all cases, We will tell You the basis upon which we approach insurers. We will also provide a list of the companies that form the Panel we have approached at quotation stage.

Your Obligations

Your Duty of Fair Presentation

If You are a consumer, You are responsible for answering any questions in relation to any proposal for insurance cover honestly and to the best of Your knowledge, providing complete and accurate information which insurers will require. This also applies to Your responses in relation to any assumptions You may agree to in the process of applying for insurance cover. This is particularly important before taking out a policy but also at renewal or if You make a mid-term amendment to Your policy.

If You fail to disclose information or misrepresent any fact which may influence the insurer’s decision to accept the risk or the terms offered, this could invalidate the policy and mean that claims may not be paid.

If You are a commercial customer, You have a duty to give a fair presentation of risk to the insurer. This means that You should disclose every material circumstance relevant to the risk being insured following a reasonable search within Your business to identify and verify such information. This should include information which You and where applicable Your senior management, persons responsible for arranging Your insurance or other relevant third parties know or ought to know and should include all information that would influence the judgement of the insurer or that would put the insurer on notice that it needs to make further enquiries.

Examples of material circumstances are:

Special or unusual circumstances relating to the risk;
Any particular concerns which led You to seek insurance cover for the risk; and
Anything which those concerned with the class of insurance and field of activity in question would generally understand as being something that would be dealt with in a fair presentation of risks for this type of insurance.

The information must be presented in a way which would be reasonably clear and accessible to a prudent insurer. If You are unsure whether to disclose any information You should speak to Us. You need to take into account the size & complexity of Your business and allow yourself sufficient time to consider and / or assess Your insurance requirements.

Failure to provide a ‘fair representation’ may result in a number of remedies by the insurer. If the breach was deliberate or reckless the insurer can void the contract and keep the premium. If the breach was not deliberate or reckless the insurer can void the contract, proportionately reduce a claim settlement or amend the insurance policy terms and conditions then review the merits of a claim on this basis.

You should therefore always provide complete and accurate information to us when We ask You about the insurance risks Your business faces before taking out a policy, at renewal and throughout the life of the policy. This also applies to Your responses in relation to any assumptions You may agree to in the process of applying for insurance cover.

Premium Payment

Premiums must be paid in accordance with the terms stated in the Our reports, correspondence or invoices to You. Failure to meet the payment dates may lead to insurers cancelling, or not incepting, Your policy or not paying a claim.

Conditions, Warranties and Subjectivities

It is important that You are aware that failure to comply with conditions, warranties and subjectivities may result in a claim not being paid or in cover being deemed never to have incepted. You must comply with any condition or warranty (whether express or implied) contained within the insurance we have arranged on Your behalf. Failure to comply may enable insurers to avoid paying a claim.

Claims

You must notify Your insurers as soon as possible of a claim or circumstances which may give rise to a claim. Your policy documentation will include details of what You need to do to pursue a claim.

Safeguarding Your Money

We are not permitted to hold client money. Consequently, all premium and claims monies are dealt with as below:

Some insurers have elected for risk transfer whereby We hold premium and claims monies as agent of the insurer. In these circumstances’ premium paid to Us is deemed to be paid to the insurer.
Some insurers have elected to deal directly with You with respect to premium and claims monies.

It is therefore possible that on any risk placed by Us there could be a combination of some insurers who have accepted risk transfer and some who have elected to deal directly with You. We will inform You of the exact position on any particular placement.

Confidentiality and Data Protection

Any information which is confidential will be treated by Us as confidential in accordance with the terms of any separate confidentiality agreement agreed between Us and You. Note that this may mean that We will exchange the information that You provide to us with insurance companies and other brokers or agents for the purposes of providing the Services.

We will only request personal or sensitive personal data We deem necessary for us to provide the Services. Where You do provide us with data for the provision of the Services, any personal data or sensitive personal data is received on the understanding that it has been collected and processed in accordance with the requirements of Data Protection Legislation.

"Data Protection Legislation" means any law applicable from time to time relating to the processing of personal data and/or privacy, as in force at the date of this Agreement or as re-enacted, applied, amended, superseded, repealed or consolidated, including without limitation the General Data Protection Regulation (EU) 2016/679, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case including any legally binding regulations, direction and orders issued from time to time under or in connection with any such law.

We will deal with any information or documents relating to the transaction which are sent to us in the same format as they were received by Us. Accordingly, where information or documents are not password protected or encrypted, we will not add such protections or encryptions.

We will, in addition use information for marketing similar products or services by Us. Contact may include post, telephone or e-mail. If You do not want Us to use Your information in this way, please let Us know.

Conflicts of Interest

We aim at all times to treat You fairly. We will not deliberately put Ourselves in a position where Our interests, or Our duties to another party, prevent Us from discharging Our duty to You. We maintain internal procedures and controls to identify and manage any potential conflicts so that at all times the interests of our customers are reasonably protected.

Where potential conflicts are particularly complex or difficult to manage, We will seek to agree with You the best way to protect Your interests and may ask You to confirm that You are happy to proceed on that basis.

Complaints

Our aim is always to provide Our customers with a first-class service; however, We are aware that, occasionally, it is possible that We may fail to meet Your expectations. If for any reason We have not met Your expectations, let Us know as soon as possible, by contacting any member of the team, or in writing to:

Kishli Spencer

EDIA Limited

Orchard Rise

Marley Lane

Battle

TN33 0BA

By email: kishli.spencer@ediainsurance.com, or

By telephone: +44 (0)1424 777874.

We aim to resolve Your concerns, whenever possible, by close of business on the next working day. If this is not possible, We will promptly acknowledge Your complaint in writing no later than three working days after receipt. We will endeavour to resolve Your complaint at the earliest possible stage. We will thoroughly investigate the matter and will usually send Our final response to You in writing no later than eight weeks after receipt of Your complaint.

If You are not happy with our response, or the position after a period of 8 weeks, You may be eligible to refer Your complaint to the Financial Ombudsman Service (FOS) for an independent assessment and opinion.

If You are either a private individual or an enterprise involved in economic activity that employs fewer than 10 persons and has a turnover or annual balance sheet that does not exceed €2 million, You may refer Your complaint to the Financial Ombudsman Service (FOS), provided we have had an adequate opportunity to resolve Your complaint first. We will advise You of the time limits for making a referral to the FOS and supply a copy of the FOS explanatory booklet with Our final response.

The FOS Consumer Helpline is on 0800 023 4567 (free for people phoning from a "fixed line" (for example, a landline at home) or 0300 123 9123 (free for mobile-phone users paying monthly charge for calls to No’s starting 01 or 02).

Alternatively, You can contact them at Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London, E14 9SR. www.financial-ombudsman.org.uk

Prevention of Financial Crime

We are committed to operating in a manner consistent with the laws relating to anti-bribery and corruption. Honesty, integrity and fairness are considered integral to the way We operate, and conduct associated with bribery and corruption is inconsistent with these values. You hereby undertake, represent and warrant to Us as follows:

You have not engaged in any activity, practice or conduct which would constitute an offence under any applicable laws or regulations designed to combat bribery, fraud or corruption such as the UK Bribery Act 2010 (the “Relevant Bribery Laws”);
You shall ensure that your associates who are involved in the performance of this agreement shall comply with this clause;
Neither You nor any of Your associates have been the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any client regarding any offence or alleged offence under the Relevant Bribery Laws and no such investigation, inquiry or proceedings have been threatened or are pending;
No foreign public official is an officer, employee or shareholder of Yours; and
You must contact Us immediately if You are, or have been, or become in breach of any of the above terms.

Force Majeure

We shall not be liable to You if we are unable to perform the Services as a result of any cause beyond our reasonable control. In the event of any such occurrence affecting us we shall notify You as soon as reasonably practicable and We shall use commercially reasonable endeavours to find a means of performance. We shall discuss with You, in good faith, any modifications to this agreement which may be required to find a solution

General

All notices required to be given pursuant to this agreement shall be sent by registered post and shall be deemed served 48 hours after posting. Any notice shall be delivered to Duncan Spencer at the address above.

Save for permitted successors or assignees and without prejudice to clause 1(a)(v), a person who is not a party to the Engagement Letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Any reports, information or advice which we provide to You may not be disclosed to any third party without Our prior written consent. We disclaim all liability resulting from reliance by a third party upon such report, information or advice unless we have entered into a separate engagement letter with that third party.

EDIA Limited are registered in England and Wales with company number 7668111 with its registered office at Hilden Park House, 79 Tonbridge Road, Hildenborough TN11 9BH.

We are authorised and regulated by the Financial Conduct Authority (“FCA”), reference number 843804. This can be checked on the FCA website at www.fca.org.uk.

These terms of business shall be governed by and construed in accordance with English law. In relation to any legal action or proceedings arising out of or in connection with this agreement We both irrevocably submit to the non-exclusive jurisdiction of the English courts.

If any provision of this agreement is found to be invalid or unenforceable in whole or in part, the validity of the other provisions of Engagement Letter and the remainder of the provision in question will not be affected.

Rights and Obligations

The rights and obligations under this agreement may not be assigned or transferred by either party without the prior written consent of the other party (such consent not to be unreasonably withheld) save that You may assign or transfer Your rights and obligations to an entity wholly owned by You without Our prior written consent.

Acceptance of this Agreement

By asking us to commence our Services with either Your express or implied consent, the terms of this agreement are deemed accepted by You.