PAYMENTCARE LIMITED - AdvantageQuote TERMS & CONDITIONS

Some of the words and phrases used in this Agreement have special meanings. They are detailed below in Bold type with their meanings alongside them.

Agent Number means Your unique Agent reference number.
Application means Your application for the Service under this Agreement.
Insurer means the Policy underwriter.
Policy means the insurance policy sold under this Agreement.
Proposer means any person who is accepted for cover under any Policy sold.
Service means Your authority to use the service under this Agreement.
Termination Date means the date this Agreement is terminated (see section 8).
We, Us or Our means Paymentcare Limited.
You or Your means the individual or business named on Your Registration Form.

1 AUTHORISED SERVICE CONFIRMATION

On receipt of a satisfactory Registration Application, We will send You written notification of Your Registration and Agent Number. This Agreement shall be deemed to have come into force on the date stated on Your notification.

2 RIGHTS OWNERSHIP

We retain sole rights to the Service and any supporting documentation as provided and encompassed under this Agreement. You must at all times respect Our rights ownership relating to any copyright, trade names, trade and/or service marks and/or any other material provided by Us under this Agreement. For the avoidance of doubt, You shall not acquire any rights in respect of such copyright, trade names, trade and/or service marks and/or any other material referred to above by reason of Your use in the performance of Your duties under this Agreement.

3 YOUR OBLIGATIONS UNDER THIS AGREEMENT

(a) Act at all times with due care and diligence in the execution of the Service.
(b) Observe and comply with the terms of this Agreement and any other rules,
regulations or procedures which We may reasonably introduce from time to time.

4 LIMITS OF YOUR AUTHORITY UNDER THIS AGREEMENT

You will have no authority to do any of the following either during the continuance of this Agreement or after the Termination Date:

(a) to act or purport to act as an employee of Paymentcare Limited or the Insurer.
(b) to incur or purport to incur any liability or indebtedness in respect of Paymentcare Limited or the Insurer.
(c) to cancel or transfer any Policy sold under this Agreement.

5 OUR OBLIGATIONS AND AUTHORITY UNDER THIS AGREEMENT

(a) We will provide You with the relevant documentation and updates relating to policies sold as a result of you using the AdvantageQuote service.
(b) We will act as the sole and exclusive administrator of the Service.
(f) During the continuance of this Agreement, We will not use any data or information provided by You under this Agreement for the purpose of directly selling or seeking to cross sell any financial services products or any other services or products without Your prior written approval.

6 PAYMENT OF COMMISSIONS

During the continuance of this Agreement, We will pay commission on any Policy sold under the terms of this Agreement.

Commissions due under this Agreement will be paid retrospectively on or before the last day of the month immediately following the month the appropriate premium has been received and cleared which triggers the commission payment (or the month the premium would have been paid if the Proposer is receiving free cover).

Monthly Commission - We will pay a percentage of any monthly premium paid (excluding insurance premium tax).

Commission Clawback - If a Policy is cancelled within 12 calendar months of the Policy start date, We reserve the right to clawback all commissions We have paid in respect of any free cover period.

Bank Transfer of commissions is subject to a minimum payment of £30.00. Where the commission due does not reach the minimum payment level, We will accrue commission until such time as the minimum payment level is achieved or exceeded. Payment of commission by cheque is subject to a minimum of £30.00 and the same accrual procedures will apply.

7 CONFIDENTIALITY

You shall at all times keep confidential any information relating to this Agreement or any information belonging to Us which might fairly be considered to be of a sensitive nature which has been acquired by You as a result of this Agreement. Such confidentiality shall always exclude any information which at the time of any disclosure has already found its way into the public domain by fair and legitimate means or any information which You may be legally obliged to disclose.

8 TERMINATION OF AGREEMENT

(a) Either party may terminate this Agreement by giving the other party thirty (30) days written notice. At the effective Termination Date, You shall:

(i) Remain liable for commission clawback as set out in section 6.
(ii) Have no further authority to use the service.
(iii) Have no claim against Us or the Insurer for any loss of business or any other loss or expense incurred by You as a consequence of any such termination.

(b) We may terminate this Agreement forthwith upon the occurrence of one or more of the following events:

(i) An encumbrancer takes possession of Your business or a receiver is appointed over Your property or assets.
(ii) You enter into a voluntary agreement with Your creditors or You become subject to an administration order.
(iii) You enter into liquidation except for the purpose of amalgamation or reconstruction where You effectively agree to be bound by or assume all the obligations and duties under this Agreement to Our entire satisfaction.
(iv) The threat of or the cessation of the transaction of Your business.
(v) A change in ownership or management of Your business which is commercially unacceptable to Us.
(vi) Your license to conduct Your business is removed, suspended or impaired by any order or decree of any regulatory or judicial authority.
(vii) You become the subject of any action for fraud or any other criminal offense against Us, a Proposer or the Insurer.
(viii) If You commit or propose to commit or make any act or statement which We determine at Our sole discretion to be against the commercial interests of Us or the Insurer.

You must notify Us in writing if any of the points under section 8(b) should occur.

(c) Any entitlement to commission under this Agreement will cease on the date that
three calendar months have elapsed following the effective Termination Date. If
termination is due to any of the reasons stated in section 8(b), Your entitlement to commission will cease on the effective Termination Date.

9 NATURE OF AGREEMENT

(a) This Agreement and any endorsements of it together with Your Registration Application and any other written statement made by You form the basis of the contract between You and Us,
(b) You shall not hold Us, or the Insurer liable for any failure to perform any duties under this Agreement if such failure results from force of nature, act of god, fire, explosion, accident, power failure, industrial dispute, act of war or terrorism or any other nature
outside the reasonable control of either Us or the Insurer.
(c) You may not assign, transfer, mortgage, charge, sub contract, delegate or otherwise dispose of any of Your rights and/or obligations under this Agreement without Our prior written consent.
(d) We reserve the right to seek the full reimbursement of any costs, claims, expenses, demands and/or damages which directly arise from any fraud, misconduct, negligence or default on Your part whether in the exercise of Your authority or otherwise under this Agreement,
(e) Nothing in this Agreement shall be deemed to construe a partnership and/or
relationship of employer and employee between You and Us or the Insurer.
(f) No variation or amendment to this Agreement or oral promise or commitment
relating to it shall be valid unless committed to writing and signed by You and Us.
(g) This Agreement embodies both Your and Our entire understanding in respect of the subject matter herein and supersedes all previous agreements and understanding both You and We have in this respect and there are no promises, terms, conditions or obligations oral or written, expressed or implied other than those contained in this Agreement.
(h) The waiver or breach of any provision of this Agreement shall not prevent the
subsequent enforcement of that provision and shall not be so deemed a waiver of any subsequent breach.
(i) If any provision or part thereof of this Agreement becomes invalid, illegal or
unenforcable the remaining part and provisions of this Agreement shall continue in full force and effect.
(j) The headings of clauses contained in this Agreement are for convenience of
reference only and shall not affect their interpretation.
(k) The parties of this Agreement may choose the law which shall govern it. In the absence of any agreement to the contrary this Agreement is subject to English law.

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