Terms of Use

BACKGROUND

EFCIS is an independent insurance Broker (as defined below) that has access to the whole marketplace. This Contract (as defined below) sets out the terms on which EFCIS will act for the Client as their appointed insurance broker. This Contract will remain in force until it comes to an end or until it has been replaced by a new contract.

This Contract replaces and supersedes all other contracts and/or terms of business in existence between EFCIS and the Client. For the avoidance of doubt if there is any conflict or ambiguity between the terms of this Contract and ARC (as defined below) terms of use then in those circumstances, the term(s) contained in this Contract shall have priority over ARC terms of use.

Were we refer you onto another third party for services not directly provided by us we accept no liability for the service provided and the contract and terms and conditions entered into would strictly be between you and the third party.

OUR STATUS

EFCIS LIMITED is authorised and regulated by the Financial Conduct Authority (FCA), which is the independent watchdog that authorises and regulates financial services. The FCA Registered number for EFCIS is 307850. The status of EFCIS can be checked at www.fca.org.uk/firms/systems-reporting/register or by contacting the FCA on telephone number 0800 111 6768. EFCIS’s permitted business includes advising, arranging and dealing in the placing and administration of credit Insurance and surety policies, and credit broking as more particularly defined below as part of our Services (as defined below).

BACKGROUND

  1. Assisting the Client in identifying their insurance needs.
  2. Arranging insurance cover with insurers in accordance with the Clients instructions so as to meet the insurance requirements as identified by the Client; and assisting with any ongoing variations that may become necessary to the Policy (as defined below), based on any change in facts or circumstances the Client notifies to EFCIS and subject always to the Client complying with the Duty Of Fair Representation throughout the Term (as defined below).
  3. As part of the EFCIS service and on the basis, that the Client provides EFCIS with all material information and facts as are from time to time relevant to the risk the Policy covers then based on such information communicated to EFCIS, it will advise the Client in relation to any claim it considers the Client needs to make and provide guidance to the Client in relation to its responsibilities in respect of making a claim(s).
  4. On occasions EFCIS may delegate certain activities comprised within the Services and/or the Additional Services (as defined below) to an Appointed Representative (as defined below).
  5. EFCIS does not provide a service to manage Client’s Policies on their behalf and the Client is solely responsible at all times for complying with the requirements and terms & conditions of the Policy.
  6. The parties have agreed to enter into this Contract to regulate their relationship and the Client is herein agreeing to comply in full with the Duty of Fair Representation and acknowledges that EFCIS is unable to provide the Services and/or the Additional Services in the event that the facts and circumstances comprised within the Clients obligation to discharge of its Duty Of Fair Presentation are communicated to EFCIS as soon as the Client becomes aware of them.

OPERATIVE PROVISIONS

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
1.1 Definitions:
Additional Information as more particularly defined in clause 4.1.6 of this contract.

Additional Support:- supporting the Client in relation to:

  1. the packaging of claims;
  2. Policy compliance by the provision of assistance in relation to Policy terms;
  3. assisting the Client, based solely on the information available to EFCIS, on prevetting insurance limits; It is accepted that it is the sole responsibility of the insured to ensure that cover (meaning sight of a credit limit endorsement hard copy or online) is on the correct principle.,to the contract and in place before trading insured.
  4. assisting the Client on appealing a credit limit with the Insurer;
  5. assisting the Client in relation to any ongoing Policy changes required by the Client and notified to EFCIS;
  6. when instructed by the Client assisting in relation to any queries notified to EFCIS by the Client relating to Policy cover;
  7. assisting the Client on any notifications it wishes to make to the Insurer in respect of material facts and circumstances communicated to EFCIS; and
  8. assisting the Client in relation to any claims the Client wishes to make under the Policy that the Client notifies to EFCIS.

ARC the software used by EFCIS for the analysis of risk and compliance to which the Client has access.

Appointed Representative:- In relation to EFCIS, an individual, firm or company and any of its or their respective officers or servants appointed from time to time by EFCIS and acting as its agent carrying out regulated activities on its behalf.

Authorised Person:- an individual, firm or company that is registered with and authorised by the Financial Conduct Authority (FCA) and/or any other relevant regulatory body or authority to carry out regulated activities.

Assumptions:- the assumptions that EFCIS will make in providing the Services to the Client as more particularly set out in Part 1 of the Schedule to this Contract.

Business Day:- a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Broker:- in the context of this Contract means EFCIS being an insurance intermediary acting in the capacity as an Authorised Person who represents the Client as its agent in the introduction to the Insurer and in the provision of Services.

Charges:- the charges payable by the Client for the supply of the Services and Additional Support in accordance with the provisions of clause 5 of this Agreement.

Client:- the Client that EFCIS introduces to the Insurer in relation to a Policy and to whom EFCIS may provide Services and/or Additional Support.

Client Information Documents:- all information supplied by the Client to include, but not limited to, the Additional Information and/or fact finding questionnaires, documents, copy sales ledgers and/or proposal or renewal form(s) issued (in any form or medium) by EFCIS and/or an underwriter to the Client for completion by it, to include but not limited to, the new business questionnaire, the renewal questionnaire, emails, the E-Audit, copy sales ledger and the key facts document.

Commencement Date:- has the meaning given in clause 2.5.

Conditions:- these terms and conditions as amended from time to time in accordance with clause 10.4.

Contract:- the contract between EFCIS and the Client for the supply of Services in accordance with these Conditions.

Control:- has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures:- as defined in the Data Protection Legislation.

Data Protection Legislation:- the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Duty of Fair Presentation

  1. the Client’s duty of fair presentation under the Insurance Act 2015, which requires the Client in the capacity as an insured or potential insured to make a fair presentation of the risk to be insured before entering into a contract of insurance, a variation thereof or a renewal. Accordingly, the Client is under a duty to give disclosure to the Insurer of every material circumstance which the Client knows or ought to know; or
  2. failing that, give disclosure of sufficient information to put a prudent Insurer on notice that it needs to make further enquiries for the purpose of revealing those material circumstances; and
  3. ensures that every material representation as to a matter of fact is substantially correct and every material representation as to expectation or belief is made in good faith.

Further to the above mentioned duty on the Client to make a fair presentation to the insurer the Client must present the disclosure in a manner that would be reasonably clear and accessible to the prudent insurer.

E-Audit:- the electronic review of the Client’s business carried out by EFCIS so as to assist in identifying the demands and needs of the Client.

EFCIS:- EFCIS LIMITED registered in England and Wales with company number 03497611 whose registered office is at The Office, Mill House Farm, Mill Street, Harlow, Essex, CM17 9JF.

Insurer:- the firm or company that provides the Client with a Policy.

Instruction the Client’s written or verbal acceptance of the terms being proposed by EFCIS as set out in either the:

  1. Proposal Document; and
  2. Renewal Document; and
  3. the Client Information Documents: and
  4. Renewal or New Business terms confirmed by underwriter’s documentation

Policy a contract of insurance that EFCIS have arranged on behalf of the Client, the terms of which, are set out and/or referred to in the insurance offer and/or summary of terms
provided by EFCIS to the Client issued (in any form or medium) on or immediately prior to the policy being put on risk.

Proposal Document the document issued by the Insurer(s) (issued in any form or medium) which contains a summary of the terms upon which an Insurer(s) may be able to offer a Policy to the Client which has been prepared based on the information provided by the Client and set out in the Client Information Documents.

Responsibilities the Client’s responsibilities as set out in part 2 of the Schedule. Renewal Document the document issued by EFCIS (in any form or medium) which contains a summary of the terms upon which an Insurer(s) may be able to offer a renewal of the Policy to the Client.

Services the services, supplied by EFCIS to the Client are limited to:

  1. advising on and arranging credit insurance quotations on the Client’s behalf, on an initial arrangement of cover, mid-term alterations and renewal processing in accordance with the Client’s instructions;
  2. advising the Client in obtaining insurance cover. Schedule the Schedule attached to this Contract.

Summary of Terms Document:- the written document, issued to the Client (in any form or medium) and created by EFCIS including the conditions, limitations, and premiums relating to the Policy on the basis of the information supplied by the Client in the Client Information Document(s) which is not binding until the Policy is put on risk by the Insurer. On receipt of the insured policy documents (renewal or new policy) these will be sent to the insured and it’s the sole responsibility of the insured to advice EFCIS of any discrepancies or were greater clarification of the terms are required.

All applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data
Protection Act 2018; the Privacy and Electronic Communications Directive (2002/58/EC)(as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1. UK Data Protection Legislation

1.2 Interpretation:

1.2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as
illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes email but not fax.
2.Basis of contract

2.1 This Contract sets out the terms on which EFCIS will act for the Client as its appointed Broker in connection with the provision of all or some of the Services.
2.2 This Contract shall begin on the Commencement Date and shall continue for the duration of the Term provided it is not terminated earlier in
accordance with the provisions of this Contract, to include but not limited to clause 8 hereof, and it will remain in force for the duration of the
Term or until it has been replaced by a new contract signed by both parties.
2.3 This Contract applies to the exclusion of any other terms and conditions that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or a course of dealing and replace and supersede all other contracts and/or terms of business in existence between the
parties and can only be varied in accordance with clause 10.4 of this Contract. For the avoidance of doubt if there is any conflict or ambiguity
between the terms of this Contract and ARC terms of use then in those circumstances, the term(s) contained in this Contract shall have priority
over ARC terms of use.
2.4 The parties agree that a written request sent to EFCIS by the Client confirming that it wishes EFCIS to provide all or some of the Services,
depending on the particular requirements of the Client, and pursuant to the provisions set out in all, or some of the following documents:

2.4.1 Summary of Terms Document; and/or
2.4.2 Proposal Document; and/or
2.4.3 Renewal Document; and/or
2.4.4 other written documentation. that EFCIS/Insurer has provided, based on the information given to it by the Client, as more particularly set out in the relevant Client Information Documents (“Written Request”) will constitute an offer by the Client to purchase all or some of the Services as set out in the Written Request
in accordance with this Contract (“Offer”).

2.5The Offer shall only be deemed to be accepted by EFCIS once it has:

2.5.1 issued the Client with written confirmation:
2.5.1.1 of the valid terms and credit limit that the underwriter has granted which have been incorporated into the Policy that
the Insurer has notified to EFCIS has been put on risk; and
2.5.1.2 that EFCIS will provide the Services set out in the Written Request or
any subsequent Written Request(s) that the Client has issued that has been accepted in writing by EFCIS,
at which point and on which date this Contract shall come into existence (“Commencement Date”).
2.5.2 the Client hereby acknowledges and agrees that up until such time that the Policy is actually put on risk the Insurers reserve the right to change or cancel any credit limit and furthermore any term(s) noted on the Summary of Terms Document is/are not binding until the Policy is put on risk.

2.6 Any descriptive matter or advertising issued by EFCIS, to include but not limited to any descriptions contained in EFCIS’s brochures, website and/or other advertising material are issued or published for the sole purpose of giving an approximate idea of the services described in them. Such material shall not form part of the Contract or have any contractual force.
2.7 Any quotation (in whatever medium or form) provided by EFCIS (“Quote”) shall not constitute an Offer or offer, and that Quote shall only
remain valid for the period of time prescribed in the Quote (“Timescale”). In the event that no Timescale is specified in the Quote then in that event, the Quote shall remain valid for a period of thirty days, from and including the date of the Quote (“Expiry Date”), unless the parties agree otherwise in writing, prior to the expiration of the Timescale or Expiry Date as appropriate.
2.8 When providing the Client with a Quote, EFCIS will confirm to the Client whether it is giving advice on the basis of a fair analysis of the market
or otherwise. Where EFCIS are not advising on a fair analysis of the market the Client has the right to request the name of each insurer with which EFCIS have conducted business. The parties hereby acknowledge that if requested to do so by the Client EFCIS will limit its search of the market and obtain proposed terms from the then current insurer.
2.9 When EFCIS are providing quotations under a delegated authority arrangement on behalf of an Insurer, the Client hereby acknowledges that
EFCIS will not seek a Quote or additional quotations from any other Insurers on the basis EFCIS are of the reasonable opinion that the Clients demands and needs can be satisfied by a delegated authority arrangement.
2.10 The Client hereby acknowledges and agrees that the Insurer will reserves the right to amend the Policy and/or Policy cover if necessary, to
comply with any applicable law or regulatory requirement.
2.11 Whilst EFCIS will use reasonable endeavours to ensure that the Policy is placed with an Insurer who is of sufficient reputation and financial standing to satisfactorily support the Policy being underwritten, the Client hereby acknowledges and agrees that EFCIS is unable and specifically does not warrant or make any representation as to the solvency of the Insurer, that the Policy is placed with.
2.12 The Client hereby acknowledges and agrees that EFCIS does not rate, assess or approve security, however, it does utilise and rely on the security ratings provided by specialist rating agencies to include, but not limited to, Standard & Poor’s or Moody’s (“RA”). Based on the information EFCIS receives from the RA, EFCIS may require the Client to provide specific written authority in relation to the proposed security.
2.13 the Client agrees that any pre-vetting insurance limits issued before the policy is put on risk will be for illustrative purposes only

3. Supply of Services by EFCIS

3.1 The parties hereby acknowledge and agree that EFCIS shall supply the Services to the Client only when expressly requested to do so by the
Client and strictly in accordance with:

3.1.1 the information set out in the Client Information Documentation; and
3.1.2 the Assumptions; and
3.1.3 the Responsibilities.

3.2 Subject to the provisions of clause 4.1.9, EFCIS shall use reasonable endeavours to meet any performance dates specified in the Summary of
Terms Documentation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 EFCIS reserves the right to amend the Schedule if necessary to comply with any applicable law or regulatory requirement and/or _Policy/Insurer requirement EFCIS shall notify the Client in any such event.
3.4 EFCIS will provide the Services using reasonable skill and care in its dealing with the Client.
3.5 If instructed by you we will only approach the holding underwriter or a specific underwriter for terms and credit limit indic ation.

4. Client’s obligations

4.1 The Client acknowledges and agrees that:

4.1.1 the Services are provided by EFCIS in accordance with the instructions of the Client and strictly on the basis of the Assumptions and Responsibilities.
4.1.2 all information set out in the Client Information Documentation and the E Audit has been provided by the Client and is
complete and accurate and are in accordance with the Duty of Fair Presentation;
4.1.3 it has disclosed all material information and understands that the inclusion of incomplete information in the Summary of Terms Documentation may result in the denial or reduction of the payment of a claim under a Policy or a potential avoidance of the Policy;
4.1.4 the information set out in the Summary of Terms Document is complete and accurate; 4.1.5 the Proposal Document and/or the Renewal Document is based on the information set out in the Client Information
Documentation;
4.1.6 it will ensure that all instructions and responses requested by EFCIS, (including, but not limited to the information requested
in the Client Information Documentation) (“Additional Information”) will be confirmed in writing by the Client;
4.1.7 it will examine carefully the responses to all the Client Information Documents, the Summary of Terms Document, the Proposal Document and/or Renewal Document, E Audit and the Policy terms and/or summary and will advise EFCIS immediately if any information contained therein is incomplete, incorrect, or does not meet with the Clients requirements or understanding;
4.1.8 it will confirm to EFCIS as soon as reasonably practicable if it is dissatisfied with any of the insurance security and/or the Policy
terms;
4.1.9 It will provide EFCIS with honest and accurate information and to any questions reasonably asked by EFCIS to include but not
limited to any information requested in any of the Client Information Document and will discharge in full the Duty of Fair Presentation to the Insurer and EFCIS ;
4.1.10 it will inform EFCIS immediately of any changes to the information previously supplied in any of the Client Information
Documentation and/or E Audit;
4.1.11 in the event of the Client giving false information or withholding information or answering questions inaccurately this may
result in:

4.1.11.1 the denial or reduction of a claim made or cover granted under the Policy; or
4.1.11.2 a change in Policy terms; or
4.1.11.3 the potential avoidance or cancellation of the Policy; and/or
4.1.11.4 the Client being charged a higher premium.

4.1.12 it will co-operate with EFCIS in all matters relating to the Services;
You can email us at Enquiries@efcis.com or call us on www.efcis.com +44 (0)1279 437 662
4.1.13 it will ensure it meets all timescales notified to it by EFCIS and/or the Insurer. For the avoidance of doubt the Client hereby
further acknowledges and agrees that an Insurer will not provide a period of grace to renew a Policy and according the Client
must contact EFCIS in good time prior to any renewal date so as to ensure that continuous insurance cover is in force;
4.1.14 provide EFCIS, the Insurer and their respective employees, agents, consultants and subcontractors, with such information as
is reasonably requested by them and ensure that such information is complete and accurate in all material respects;
4.1.15 comply with all applicable laws;
4.1.16 comply in full with the terms of the Policy;
4.1.17 keep all materials, documents and other property as may be reasonably required in relation to the Services and or the Policy
in safe custody at its own risk; and
4.1.18 it will perform and comply with the provisions of clause 5 of this Contract.
4.1.19 notify EFCIS immediately if any of the Assumptions and/or Client Responsibilities set out in the Schedule are incorrect in
whole or in part.
4.1.20 The insured is responsible for advising the insurers in time of its intention not to renewal a policy in the event that tacit
renewal be a feature of the policy.

4.2 In the event that EFCIS’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation as provided for in this Contract, or otherwise required (“Client Default”):

4.2.1 without limiting or affecting any other right or remedy available to it, EFCIS shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays EFCIS’s performance of any of its obligations; and
4.2.2 EFCIS shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Clients
failure or delay to perform any of its obligations as set out in this clause 4.2.

4.3 The Client will notify EFCIS immediately if it appoints an alternative insurance broker in relation to the Policy and/or to provide services the same as, or similar to the Services (“Alternative Broker”). The Client hereby acknowledges and agrees that EFCIS will not be required to provide any further services, for the avoidance of doubt including the Services, from the date the Alternative Broker is appointed. Furthermore, EFCIS will have no liability of whatever nature to the Client in respect of any activity or matter relating to the Policy or Services from the date the Alternative Broker is engaged. The Client acknowledges that it will be bound by the provisions of clause 5.10 of this Contract.

5. Charges and payment by EFCIS

5.1 EFCIS’s normal means of remuneration is from commission earned on the Policy placed with the Insurer (“Remuneration”), or by way of a fee agreed with the Client.
5.2 EFCIS will not impose any fees or additional charges without disclosing these to the Client and agreeing them in advance, although it will be entitled to earn a reasonable additional Remuneration for carrying out any significant changes to the Policy during the course of the Policy year.
5.3 EFCIS does not hold any Client money all Policy premiums, insurance premium tax and collections and limit fee charges are paid directly to the Insurer.
5.4 The Client is entitled, at any time, to request information regarding the amount of Remuneration received by EFCIS as a result of placing the Client’s insurance business with the Insurer in question.
5.5 Where EFCIS are acting under delegated authority insurance arrangements the commission will be at an enhanced rate to include additional
payments to include, but not limited to underwriting, Policy production and other administrative duties that would otherwise normally be undertaken by an Insurer.
5.6 Remuneration is not generally charged for arranging credit insurance and a surety policy, nor will it be paid in relation to credit limit and collection charges.
5.7 EFCIS reserve the right to charge:

5.7.1 an administration fee of £500 in circumstances where it places a Policy and the annual premium is less than £5,000; or
5.7.2 additional fees if such administrative charges are payable by the Client, then in those circumstances EFCIS will provide full details of such sums prior to the Offer (as defined in clause 4.2 above) being accepted

5.8 The Remuneration is fully earned on the placement of the Policy with the Insurer in question, which will be in accordance with the Clients
instructions. Once EFCIS have effected such a placement, it will be entitled to retain its full Remuneration in respect of the full Policy period in relation to all Policies placed by EFCIS, even in the event that the Clients instructions are subsequently rescinded, unless agreed otherwise in writing with the Client.
5.9 Details of the likely Remuneration that is due to be paid to EFCIS will be set out in the Proposal Document or Renewal Document.
5.10 In the event that the Client terminates the appointment of EFCIS as its insurance broker, EFCIS will be entitled to charge a reasonable
administration fee to continue to administer any outstanding claims that have been notified by the Client under the Policy arranged by EFCIS. You can email us at Enquiries@efcis.com or call us on www.efcis.com +44 (0)1279 437 662
5.11 EFCIS may also receive as part of its Remuneration monies from third party finance houses, an administration fee in respect of processing of monthly premium instalment arrangements. This element of Remuneration is included in the instalment charges to those Clients that opt to pay their Policy premiums by this method. Certain finance houses or Insurers may also make additional commission payments to EFCIS based upon the volume of business it transacts with them. Likewise some Insurers may also pay EFCIS additional commission, based on the volume of business EFCIS transacts with them.
5.12 The Remuneration or fees are fully earned on placement of the Policy in accordance with the Clients instructions.
5.13 EFCIS shall invoice the Client as soon as reasonably practicable for any administration charges due following the inception or renewal of a Policy or following any midterm policy alteration.
5.14 The Client shall pay each invoice submitted by EFCIS:

5.14.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by EFCIS and confirmed in writing to the Client; and
5.14.2 in full and in cleared funds to a bank account nominated in writing by EFCIS; and time for payment under this clause 14 shall
be of the essence of the Contract.

5.15 The Client hereby acknowledges and agrees that the Insurer in question will issue the invoices in respect of all Policy premiums, be it a new policy or a renewal and the Client must pay those premiums directly to the Insurer promptly and strictly in accordance with the payment terms stipulated by the Insurer in question.
5.16 In the event that the Insurer or underwriter require a premium payment warranty (“PPW”), then in those circumstances EFCIS will notify the
Client of this as soon as reasonably practicable.
5.17 Where a PPW is required to be paid the premium in this regard must be paid to the Insurer by the date specified.
5.18 For the avoidance of doubt the Client hereby acknowledges and agrees that it is solely responsible for funding the Policy premiums and EFCIS will have no obligation of whatever nature in relation thereto and EFCIS shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Clients failure or delay to perform any of its obligations as set out in this clause 5.
5.19 If the Client fails to make a payment due to EFCIS under this Contract by the due date, then, without limiting EFCIS’s remedies under clause 8, the Client shall:

5.19.1 pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.
Interest under this clause 5.19 will accrue each day at the rate prescribed from time to time pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and the Late Payment of Commercial Debts Regulations 2013 (as amended); and
5.19.2 pay on an indemnity basis all cost incurred by EFCIS in connection with the recovery of all sums properly due under this Contract
to include but not limited to all debt recovery and legal costs and all amounts incidental thereto.

5.20 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.21 The Client hereby acknowledges and agrees that it must comply with any warranties (whether express or implied) in the Policy (“Warranty”),
failure to comply with a Warranty will entitle the Insurer to refuse to pay claims under the Policy in question.

6. Data protection

6.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation. In this clause 6, Applicable Laws means (for so long as and to the extent that they apply to EFCIS) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
6.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the controller and EFCIS is the processor.
6.3 Without prejudice to the generality of clause 6.1 the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to EFCIS for the duration and purposes of the Contract.
6.4 The Client will assist EFCIS, at the Client’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
6.5 Either party may, at any time on not less than 30 days’ notice, revise this clause 6 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

7. Limitation of liability:

7.1 EFCIS has obtained insurance cover in respect of its own legal liability for individual claims not exceeding professional indemnity 1,500,000 per claim. The limits and exclusions in this clause reflect the insurance cover EFCIS has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
7.2 The restrictions on liability in this clause 7 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. You can email us at Enquiries@efcis.com or call us on www.efcis.com +44 (0)1279 437 662
7.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

7.3.1 death or personal injury caused by negligence;
7.3.2 fraud or fraudulent misrepresentation; and
7.3.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

7.4 Subject to clause 7.3, EFCIS’s total liability to the Client shall not exceed £1,500,000.
7.5 This clause 7.5.1 sets out specific heads of excluded loss:

7.5.1 Subject to clause 7.3, the types of loss listed in clause 7.5.2 are wholly excluded by the parties.
7.5.2 The following types of loss are wholly excluded:

7.5.2.1 loss of profits;
7.5.2.2 loss of sales or business;
7.5.2.3 loss of agreements or contracts;
7.5.2.4 loss of anticipated savings;
7.5.2.5 loss of use or corruption of software, data or information;
7.5.2.6 loss of or damage to goodwill; and
7.5.2.7 indirect or consequential loss.

7.6 EFCIS has given commitments as to compliance of the Services based on the Assumptions and Responsibilities in accordance with the relevant
paragraphs in Schedule 1 of this Contract. In view of these commitments, the terms implied by sections 3 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Contract.
7.7 This clause 7 shall survive termination of the Contract.
7.8 EFCIS take any complaint made by a Client seriously. If you require a copy of the complaints policy please contact Andy Moylan on 01279
437662 or alternatively in writing at The Office, Mill House Farm, Mill Street, Harlow, Essex, CM17 9JF. If EFCIS is unable to resolve a complaint to the Clients satisfaction it may well be entitled to refer the matter to the Financial Ombudsman Service.

8. Termination

8.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 30 days prior written notice.
8.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

8.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
8.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or
arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by
Instruction of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing
to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant
jurisdiction;.
8.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
8.2.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.3 Without affecting any other right or remedy available to it, EFCIS may terminate the Contract with immediate effect by giving written notice to the Client if:

8.3.1 the Client fails to pay any amount due under the Contract or the Policy on the due date for payment;
8.3.2 there is a change of control of the Client; or
8.3.3 the Client appoints another broker in respect of the Policy in place of EFCIS and EFCIS, acting reasonably is of the opinion that it is not in the Clients best interests for EFCIS to continue to act. For the avoidance of doubt the Client will be bound by the provisions of
Clause 5.10 of this Contract.

8.4 Without affecting any other right or remedy available to it, EFCIS may suspend the supply of Services under the Contract or any other contract between the Client and EFCIS if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 8.2.2 to clause 8.2.4, or EFCIS reasonably believes that the Client is about to become subject to any of them.

9. Consequences of termination

9.1 On termination of the Contract the Client shall immediately pay to EFCIS all of EFCIS’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, EFCIS shall submit an invoice, which shall be payable by the Client immediately on receipt, including but not limited to any sums due under the provisions of clause 5.10 of this Contract.. You can email us at Enquiries@efcis.com or call us on www.efcis.com +44 (0)1279 437 662
9.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

10. General

10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.

10.2.1 EFCIS may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
10.2.2 The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with
any of its rights and obligations under the Contract.

10.3 Entire agreement.

10.3.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its
subject matter.
10.3.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.3.3 Nothing in this clause shall limit or exclude any liability for fraud.

10.4 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.5 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 10.6 shall not affect the validity and enforceability of the rest of the Contract.
10.7 Notices.

10.7.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
10.7.2 Any notice shall be deemed to have been received:

10.7.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
and
10.7.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

10.7.3 This clause 10.7 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

10.8 Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute
or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or
formation. You can email us at Enquiries@efcis.com or call us on www.efcis.com +44 (0)1279 437 662

11. Ownership

11.1 Private shareholding

12. What to do if you have a complaint

12.1 if you wish to register a complaint, please contact us: in writing Write to EFCIS Limited, The Office. Mill House Farm, Mill Street, Hastingwood, Harlow, CM17 9JF. by phone Telephone 01279 437662 If you cannot settle your complaint with us, you may be entitled to refer it to the Financial Ombudsman Service.

13. Financial Services Compensation Scheme (FSCS)?

13.1 We are covered by the FSCS. You may be entitled to compensation from the scheme
13.2 if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Insurance advising and
arranging is covered for 100% of the first £2,000 and 90% of the remainder of the claim, without any upper limit. Further information
about the compensation scheme arrangements is available from the FSCS.

SCHEDULE

Part 1 – Assumptions

  1. There will be a reasonable level of use by the Client of the Services in terms of email exchange, telephone dialogue and face to face meetings.
  2. The Summary of Terms Document will be based on the information provided by the Client in the Client Information Documents.
  3. All information requested by EFCIS, including the information required in the Client Information Documents will be provided in writing by the Client.
  4. The Client will notify EFCIS immediately in writing if there is reason to believe that any information or document the Client has provided is not true, complete and/or accurate.
  5. The Client will ensure that all instructions delivered to EFCIS are adequate to supply it with the information and documents reasonably required and in reasonably sufficient time for EFCIS to provide the services requested.
  6. The Client will ensure that all instructions delivered to EFCIS via the E Audit are adequate to supply it with the information and documents reasonably required and in reasonably sufficient time for EFCIS to provide the services requested.
  7. There are no additional or unknown terms or conditions imposed or required from outside agencies and/or the Insurer.
  8. Information brought to the Client’s attention during EFCIS’s review of the Client Information Documentation and/or E Audit and of the Client’s risk profile is as reasonably anticipated by EFCIS and does not give rise to any of the Clients objectives being changed in whole or in part.
  9. Any information and documents, including but not limited to, the Client Information Documentation, that the Client provides to EFCIS are correct and accurate as far as the Client is aware having made all reasonable enquiries and checks.
  10. The Client is satisfied that the information set out in the Summary of Terms Document is accurate and satisfies the Client’s objectives and requirements.
  11. In the event that insurance cover and/or the Policy has been put in place with an outstanding subjective, the subjective will be satisfied to the reasonable satisfaction of the Insurer and/or underwriter within the timescale notified to the Client by the Insurer and/or EFCIS.
  12. Where the Client is notified that time is of the essence it will comply with the timescale.
  13. If EFCIS advises the Client that they require independent professional advice and assistance in relation to a matter that is outside of the field of expertise of EFCIS the Client will obtain independent professional advice and assistance.
  14. The Client will at all material times comply with the Duty of Fair Presentation.

Part 2 – Client’s Responsibilities

  1. There will be a reasonable level of use of our Services in terms of email exchange, telephone dialogue and face to face meetings.
  2. The Client will respond to EFCIS’s requests for information on a timely basis and in any event within the timescales provided by EFCIS.
  3. All information, documents and other material provided by the Client will be in a complete and accurate form and provided promptly when requested.
  4. All information requested by EFCIS, including the information required in the Client Information Documents will be provided in writing by the Client.
  5. The Client will ensure that all instructions delivered to EFCIS are adequate to supply it with the information and documents reasonably required and in reasonably sufficient time for EFCIS to provide the Services requested and will satisfy the Duty of Fair Presentation.
  6. If the Client is notified that a timescale and or action is on the basis that time is of the essence it will provide the information or action required within the stipulated timescale.
  7. Any information and documents, including but not limited to, the Client Information Documentation, that the Client provides to EFCIS will be correct and accurate in all respects, as far as the Client is aware, having made all reasonable enquiries and checks and will be in accordance with the Duty of Fair Presentation.
  8. The Client must satisfy itself that the information set out in the Client Information Documents and Summary of Terms Document is accurate and satisfies the Client’s objectives.
  9. The Client must immediately bring to the attention of EFCIS any information that is set out in the Client Information Documents, the Summary of Terms Document, the Proposal Document and the Renewal Document that is not accurate and does not satisfy the Client’s objectives and the Client must state why this is the case.
  10. If EFCIS advise the Client that they require independent professional advice and assistance in relation to a matter that is outside of the field of expertise of EFCIS the client will obtain independent professional advice and assistance in that regard as soon as reasonably practicable.
  11. The Client must at all times be responsible for giving valid notice to terminate a Policy where the Policy renews automatically by way of automatic renewal, tacit renewal or otherwise.