TERMS OF BUSINESS

Policybazaar Insurance Brokers Private Limited, a company incorporated under the provisions of Companies Act, 2013 and registered as a Composite Broker with Insurance Regulatory and Development Authority of India (“IRDAI”) having license no. 742 and International Financial Services Centres Authority (“IFSCA”) having registered office at Plot No. 119, Sector 44, Gurgaon - 122001 and corporate office at Gift City located at Office No. SI-M-B014, Shilp Incubation Centre, Unit B, First Floor, Plot – IIT3, IIT5, Block – 11, Gift SEZ, Gift City, Gandhinagar - 382355 , India (the “we”, “us”, “our”, “Broker”) aim to provide you reinsurance solutions that protect and enhance your business.

To help us achieve this, it is important to understand what we do as your reinsurance broker. These terms of business (“Engagement”), set out the basis upon which we agree to provide services to you. Dealing with us in the reinsurance business constitutes your acceptance of these Terms of Business. We will solicit reinsurers to enable placement of your risk and facilitate establishment of business between you and reinsurers who meet the criteria specified by you. The provision of Services between us will be governed in accordance with the terms set forth herein.

1. DEFINITIONS AND INTERPRETATION

1. 1.1 In this Engagement, unless the context otherwise requires or unless specifically defined elsewhere in this Engagement, the following terms shall have the meanings assigned to them hereunder:

   "Applicable Laws" shall mean and include all applicable statutes, enactments, acts of legislature, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any governmental authority, tribunal, board, or court, including but not limited to the Insurance Act, 1938, the Insurance Regulatory and Development Authority Act, 1999, and the Insurance Regulatory and Development Authority of India (Insurance Brokers) Regulations, 2018, together with all applicable circulars, notifications, guidelines, and instructions issued thereunder, as amended, modified, or supplemented from time to time; shall also mean and include laws ,of the territory you are based in, applicable on this transaction. The parties will ensure that they meet the requirements under such laws.

   "Confidential Information" shall mean and include all non-public information, whether in oral, written, or electronic form, concerning the business, operations, strategies, products, services, customers, pricing, systems, procedures, and intellectual property of either Party, including but not limited to technical data, trade secrets, know-how, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by either Party either directly or indirectly;

   "Lines of Business" shall mean the following classes of insurance business: [list specific classes, e.g., "Property, Marine, Liability, etc."].

   "Services" shall mean and include all insurance broking services to be provided by us to you as more particularly detailed in Clause 2 of this Engagement;

   "Territory" shall mean specify geographical territory of the Republic of India and where the Services are provided

2. OUR SERVICES

1. 2.1 We will provide you with Services that maybe reasonably expected of a reinsurance broker in the normal course of activities, including the following -

   (a) Risk Assessment and Market Analysis: We shall undertake a thorough assessment of your risk profile, insurance requirements, and reinsurance including analysing the nature, scope, and complexity of risks to be placed, evaluating historical claims data, and conducting market research to identify suitable reinsurance solutions and potential reinsurers.

   (b) Reinsurer Selection and Negotiation: We shall identify, approach, and negotiate with reputable reinsurers, both domestic and international, who possess adequate financial strength, expertise, and capacity to underwrite your risks. We shall utilize its market knowledge and relationships to secure optimal terms, conditions, and pricing for the reinsurance placements.

   (c) Documentation and Placement Services: We shall facilitate the preparation, review, and execution of all necessary documentation pertaining to the reinsurance placements, including but not limited to placement slips, cover notes, treaties, facultative certificates, and other contractual documents. We shall ensure that all documentation accurately reflects the agreed terms and conditions and complies with applicable regulatory requirements.

   (d) Claims Assistance and Support: We shall provide comprehensive assistance in the processing, presentation, negotiation, and settlement of reinsurance claims.

   (e) Market Intelligence and Advisory Services: We shall provide regular updates on market trends, pricing movements, capacity availability, and regulatory developments affecting the reinsurance sector. We shall also provide technical advice and recommendations on structuring reinsurance programs, risk mitigation strategies, and portfolio optimization.

   (f) Record Maintenance and Reporting: We shall maintain complete and accurate records of all reinsurance placements, correspondence, claims, and other relevant documentation in accordance with regulatory requirements. We shall provide periodic reports you regarding the status of placements, claims, and other matters as reasonably requested.

   (g) Territorial Scope: We shall provide the Services within the Territory as defined hereunder.

   (h) Lines of Business: The Services shall be limited to the Lines of Business specified hereunder. We shall not place any business outside these specified classes without your prior written consent.

3. OBLIGATIONS, REPRESENTATION AND WARRANTIES

Broker

1. 3.1 Professional Standards and Compliance: We hereby represent, warrant, and undertake that we shall perform the Services with the highest degree of professional skill, care, and diligence in accordance with industry best practices and standards. We shall at all times comply with all Applicable Laws, including but not limited to the regulations, guidelines, and circulars issued by IRDAI or any other regulator from time to time, if applicable.

   3.2 Professional Indemnity Insurance: We shall maintain, a valid and adequate professional indemnity insurance policy as prescribed under the IRDAI (Insurance Brokers) Regulations, 2018, with a reputable insurer and for such amount as required under the Applicable Laws. We shall provide evidence of such insurance coverage to you upon request.

   3.3 Disclosure Obligations: We shall promptly and fully disclose to you all material facts, information, and circumstances within our knowledge that may affect the placement of risks or your interests. Similarly, we shall communicate all material information received from you to potential reinsurers to enable them to make informed underwriting decisions. We warrants that all information provided shall be accurate, complete, and not misleading.

   3.4 Confidentiality and Data Protection: We shall implement and maintain appropriate technical and organizational measures to protect the confidentiality, integrity, and security of all information received from you. We shall ensure compliance with all applicable data protection and privacy laws and shall not disclose any Confidential Information except as permitted under this Agreement or as required by law or regulatory authorities.

   3.5 Conflict Management: We shall maintain appropriate systems and procedures to identify, prevent, and manage any actual or potential conflicts of interest that may arise in the course of providing the Services. We shall promptly disclose to you any circumstances that may give rise to a conflict of interest and shall take appropriate measures to ensure that your interests are not prejudiced.

   3.6 Service Level Standards and Performance Metrics: We shall adhere to the service standards as may be mutually agreed between the Parties in writing.

   3.7 Record Maintenance And Retention - We shall maintain proper records and reports of our activities under in a manner as mutually agreed upon by the parties and in a manner prescribed by IRDAI.

   3.8 Business Continuity And Disaster Recovery - We shall have an established a business continuity / disaster recovery framework that addresses the preparations which are necessary to identify the impact of potential losses arising from an emergency or a disaster, the data and functional recovery strategy, back-up sites and alternate communication networks and to administer a comprehensive testing and maintenance program.

   3.9Authority And Limitations:

   1. 3.9.1 We are hereby authorized to undertake the following activities:

      (a) Negotiate terms and conditions with reinsurers on your behalf, provided always that such negotiations shall be conducted strictly in accordance with the guidelines and instructions furnished by you from time to time;

      (b) Collect and transmit information between you and reinsurers or other market participants, provided that such information shall be transmitted accurately and without material modification;

      (c) Collect premiums as specifically authorized by you in writing, whereby all such premiums shall be maintained in a segregated Insurance Bank account and remitted to the appropriate parties within such timeframes as may be specified in the written authorization.

      (d) Collect claims money in the segregated Insurance Bank account for remitting the same to the reinsurers/insurers.

      (e) We shall act as a Trustee of the insurance money that we are required to handle in order to discharge our functions.

      (f) We shall ensure that no payment whatsoever is made from the Insurance Bank account for any other purpose.

      (g) We shall only remove from the segregated Insurance Bank account remuneration or fees earned which may be transferred to any other account.

      (h) We shall ensure that monies held in Insurance Bank account shall not be held in Fixed Deposit or invested in any instrument by us.

      (i) We shall ensure that any interest earned on the balances of Insurance Bank account is for the benefit of you or reinsurer.

Notwithstanding anything contained herein to the contrary, we are expressly prohibited from:

1. (a) Binding coverage or accepting any risks on your behalf without first obtaining specific written approval from your authorized representatives;

2. (b) Modifying, altering, or amending any policy terms, conditions, or pricing without having first obtained explicit written authorization from you;

3. (c) Settling, compromising, or committing to you any claims settlement without prior written approval;

4. (d) Making any representations or warranties on your behalf beyond those expressly contained in official policy documentation.

3.9.2 Any arrangements that deviate from standard market practice or your standard operating procedures shall require explicit written approval from your authorized representatives prior to implementation. We shall maintain detailed records of all such non-standard arrangements and the corresponding approvals.

Insurer

3.9.3 Information Disclosure: You hereby represent, warrant, and undertake to provide accurate, complete, and up-to-date information to us regarding its risks, requirements, historical claims experience, and any other relevant matters that may affect the placement of risks. You acknowledge that the effectiveness of the Services depends on the accuracy and completeness of the information provided.

3.9.4 Financial Obligations: You shall promptly pay all agreed premiums, fees, and other charges in accordance with the payment terms specified for each placement. You acknowledge that failure to make timely payments may result in cancellation of coverage or other adverse consequences. All payments shall be made in the currency and manner specified in the relevant documentation. You shall ensure to provide necessary documentation as may be required.

3.9.5 Material Changes: You shall promptly notify us in writing of any material changes in your business, operations, risk profile, or other circumstances that may affect the placed risks or require modifications to existing placements. Such notification shall include sufficient detail to enable us to assess the impact of the changes and recommend appropriate adjustments.

3.9.6 Cooperation and Support: You shall provide all necessary assistance, information, and documentation required by us to perform the Services effectively. This includes but is not limited to facilitating communications with reinsurers, providing access to relevant personnel and records, and cooperating in claims investigation and settlement processes.

7. You shall ensure due disclosure of the following –

• any regulatory actions or penalties imposed against you, including your group companies and associates, by regulatory Bodies in last 5 years.

• any penalties imposed by any regulatory body on any of your directors, shareholders, Beneficial Owners and /or Key Managerial persons in last 5 years.

• if any of your directors, shareholders or beneficiaries or key managerial person (including your relatives) of your Company/group company/associates are Politically Exposed Person, PEP?

8. You shall ensure that employees of your organization are trained on compliance policies and specify the procedures of the same.

9. You shall ensure adherence to all applicable insurance regulations and compliance to all tax laws and other relevant laws of the country.

10. You shall have adequate reinsurance arrangements in place to cover potential losses.

11. You shall have adequate data security measures in place for maintenance of strict confidentiality and security of data shared by us.

12. You shall ensure commitment to fair and transparent business practices and adherence to high ethical standards.

13. You shall promptly notify us of any regulatory changes or actions that could affect our operations.

14. You shall ensure that there are no conflicts of interest exist or will exist that could compromise our interests.

15. You shall have regulatory and legal policies designed to ensure compliance with Anti-Money Laundering and Counter-Terrorist Financing exists at country Level.

16. Your confirm that the country of your business operations follows the laid down principals and regulations by Financial Action Task Force (FATF)

17. Premium Payment

(i) We acknowledge and agree that all premiums shall be paid in full within thirty (30) calendar days of the inception date of the policy or endorsement, or as otherwise specified in the relevant policy documentation.

(ii) For instalment payments, each instalment shall be paid by its respective due date as specified in the payment schedule. All payments shall be made in cleared funds in the invoiced currency through approved banking channels.

(iii) Cover shall automatically terminate without notice if the premium is not paid within the specified timeframe. Such termination shall be effective:

(iv) From inception in case of non-payment of the initial premium;

(v) From the due date of the unpaid instalment for instalment payments.

(vi) No claims shall be payable under the policy if any premium payment is outstanding beyond the warranty period, regardless of whether a claim occurred before the payment due date.

(vii) We shall:

1. Use best efforts to collect premiums within the warranty period;

2. Send written reminders to you at least fourteen (14) days before the payment deadline;

3. Immediately notify you of any payment difficulties or delays;

4. Hold all collected premiums in a segregated trust account;

3. REMUNERATION AND PAYMENT TERMS

1. Brokerage Commission: In consideration of the Services provided hereunder, we shall be entitled to receive brokerage commission as per applicable laws in accordance with the agreed terms on a timely basis.

2. Payment Mechanism: Unless otherwise agreed in writing, commission shall be paid by the reinsurer in accordance with established market practice and shall be deducted from the premium payable to the reinsurer. The Parties acknowledge that this arrangement is standard industry practice and does not create any conflict of interest or compromise our obligations to act in your best interests.

3. FEMA Compliance: Any premium, commissions, claims and all cross-border payments under this Agreement shall be made in strict compliance with the Foreign Exchange Management Act, 1999 ("FEMA") and all rules, regulations, notifications, directions, and circulars issued thereunder, including but not limited to:

1. Foreign Exchange Management (Insurance) Regulations, 2015;

2. Foreign Exchange Management (Remittance of Assets) Regulations, 2016;

3. Foreign Exchange Management (Current Account Transactions) Rules, 2000;

4. Applicable RBI/IRDAI guidelines on overseas reinsurance transactions.

4. Payment Requirements: For all cross-border payments:

1. The Parties shall ensure that all necessary approvals, permissions, and authorizations required under FEMA have been obtained prior to making or receiving any foreign exchange payments;

2. All remittances shall be made through authorized banking channels using prescribed banking instruments and documentation;

3. The Parties shall maintain proper records and documentation evidencing the purpose and nature of all foreign exchange transactions as required under FEMA;

4. All foreign exchange transactions shall be reported to the Reserve Bank of India through authorized dealer banks in the prescribed manner and within stipulated timeframes;

5. The Parties shall comply with all applicable know-your-customer (KYC) and anti-money laundering requirements for international financial transactions.

6. All parties will ensure compliance to necessary reporting under FEMA. In case of any non-compliance under the FEMA Guidelines parties will indemnify the others in case of loss or penalty or any other issues raised due to such non-compliances.

5. Additional Services: In the event we provide any additional services beyond the scope specified in Clause 2, the parties shall agree in writing on the fees payable for such services prior to their commencement. Such fees shall be reasonable and commensurate with the nature and extent of the additional services provided. Any cross-border payment for such additional services shall comply with the FEMA requirements specified in Clauses 5.3 and 5.4.

6. Taxes and Expenses: All amounts payable under this Agreement are exclusive of applicable taxes, including but not limited to goods and services tax (GST), which shall be charged additionally as per prevailing rates. Each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement.

7. Exchange Rate: For any payments made in foreign currency, the exchange rate applicable shall be the rate prevailing on the date of transaction as per the Reserve Bank of India reference rate or as specified by the authorized dealer bank handling the transaction.

8. Withholding Tax: All payments under this Engagement shall be subject to applicable withholding taxes under the Income Tax Act, 1961, and relevant Double Taxation Avoidance Agreements (DTAAs) or as per the laws of the country. The Party making the payment shall provide appropriate documentation evidencing the deduction and payment of such withholding taxes.

3. TERM AND TERMINATION

5.1 Term: This Engagement shall be effective from the date you start to avail our Services and shall remain valid unless and until terminated in accordance with the provisions hereof. Either party may terminate this Engagement by giving not less than ninety (90) days' prior written notice to the other party.

5.2 Immediate Termination: Notwithstanding Clause 6.1, either party shall have the right to terminate this Engagement immediately upon written notice to the other party in any of the following circumstances:

1. Material Breach: If the other party commits a material breach of any of its obligations under this Engagement and fails to remedy such breach (if capable of remedy) within thirty (30) days of receiving written notice requiring it to do so;

2. Insolvency Events: If the other party becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation or administration, makes any arrangement or composition with its creditors, or suffers any similar event under the laws of any jurisdiction;

(c) Regulatory Non-Compliance: If the other party's registration, license, or authorization required to perform its obligations under this Agreement is suspended, revoked, or cancelled by any regulatory authority.

5.3 Consequences of Termination: Upon termination of this Engagement:

1. We shall complete all pending transactions and facilitate an orderly transition of the Services to a successor broker or you, as directed;

2. Each party shall return or destroy all Confidential Information of the other party in its possession or control;

3. We shall be entitled to receive all accrued but unpaid commissions and fees for Services rendered up to the date of termination;

4. All rights and obligations of the Parties that have accrued prior to termination shall remain unaffected.

3. INDEMNIFICATION AND LIABILITY

1. Mutual Indemnification: Each Party (the "Indemnifying Party") hereby agrees to indemnify, defend, and hold harmless the other Party, its directors, officers, employees, and agents (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder (collectively, "Losses") arising out of or resulting from:

1. any breach or non-fulfillment of any representation, warranty, covenant, agreement, or obligation under this Engagement by the Indemnifying Party or its personnel;

2. any negligent, willful misconduct, or fraudulent act or omission of the Indemnifying Party or its personnel in connection with the performance of its obligations under this Engagement;

3. any violation of Applicable Laws by the Indemnifying Party or its personnel.

2. Indemnification Procedures: The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim or proceeding in respect of which indemnification is sought, provided that the failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have the right to control the defense and settlement of any such claim, provided that no settlement involving any admission of liability or obligation on the part of the Indemnified Party shall be made without the Indemnified Party's prior written consent.

3. Limitation of Liability: Notwithstanding anything to the contrary contained herein, neither Party shall be liable to the other Party for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Engagement, whether based on breach of contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages. The aggregate liability of either Party under this Agreement shall not exceed the total amount of brokerage commission received or payable under this Engagement in the twelve (12) months immediately preceding the event giving rise to the claim.

3. CONFIDENTIALITY AND DATA PROTECTION

1. Confidentiality Obligations: Each Party acknowledges that in the course of performing this Engagement, it may have access to Confidential Information of the other Party. Each Party agrees to:

1. maintain the strictest confidentiality of all Confidential Information;

2. use Confidential Information solely for the purposes of performing its obligations under this Engagement;

3. restrict access to Confidential Information to those of its personnel who have a need to know such information and are bound by confidentiality obligations no less restrictive than those contained herein;

4. implement appropriate technical and organizational measures to protect Confidential Information against unauthorized access, use, disclosure, or loss;

5. Promptly notify the other Party of any unauthorized access, use, or disclosure of Confidential Information.

6. Parties will ensure compliance to domestic as well as respective country’s laws related to data protection.

2. Permitted Disclosures: The confidentiality obligations under Clause 8.1 shall not apply to information that:

1. is or becomes generally available to the public through no fault of the receiving Party;

2. was in the receiving Party's possession prior to its disclosure by the disclosing Party, as evidenced by written records;

3. is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information;

4. is required to be disclosed by law, regulation, or order of a governmental authority, provided that the receiving Party gives the disclosing Party prompt written notice and an opportunity to seek a protective order or other appropriate relief.

3. Data Protection: Each Party shall comply with all applicable data protection and privacy laws in relation to the processing of personal data as a part of performance of services under this Agreement.

7. COMPLIANCE WITH LAWS

1. Regulatory Compliance: Each Party shall, at its own expense, comply with all Applicable Laws in the performance of its obligations under this Engagement, including but not limited to:

1. all regulations, guidelines, and circulars issued by IRDAI from time to time;

2. all applicable anti-money laundering laws and regulations;

3. all applicable data protection and privacy laws;

4. all applicable anti-bribery and anti-corruption laws.

2. Licenses and Permits: Each Party shall obtain and maintain all licenses, permits, registrations, and approvals required to perform its obligations under this Engagement. Each Party shall promptly notify the other Party of any suspension, revocation, or material modification of any such license, permit, registration, or approval.

3. Anti-Corruption and Anti-Bribery Laws: Each Party warrants that it has not and shall not, directly or indirectly, offer, promise, give, accept, or agree to receive any payment, gift, or other advantage that would violate any applicable anti-corruption laws. Each Party shall maintain adequate procedures to prevent bribery and corruption by its personnel and representatives. The other Party shall provide necessary cooperation and support to us to ensure necessary due diligence requirements as per the provisions of Applicable Laws.

7. DISPUTE RESOLUTION

1. Amicable Resolution: The Parties shall use their best efforts to amicably resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through good faith negotiations between senior executives of the Parties who have authority to settle the dispute.

2. Arbitration: If any dispute is not resolved through negotiations within thirty (30) days of the dispute being referred to the senior executives, either Party may refer the dispute to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. If the Parties fail to agree on the appointment of the arbitrator within fifteen (15) days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

3. Arbitration Proceedings: The arbitration proceedings shall be conducted in the English language and shall be held in Gurugram (Haryana), India. The arbitrator shall decide the dispute in accordance with the substantive laws of India. The award of the arbitrator shall be final and binding on the Parties and shall be enforceable in any court of competent jurisdiction.

7. GOVERNING LAW AND JURISDICTION

1. Governing Law: This Engagement shall be governed by and construed in accordance with the laws of India, without giving effect to any choice or conflict of law provision or rule.

2. Jurisdiction: Subject to the arbitration provisions in Clause 10, the courts at Gurugram (Haryana), India shall have exclusive jurisdiction to entertain any suit, action, or proceeding arising out of or relating to this Engagement.

7. MISCELLANEOUS

1. Assignment: Neither Party may assign, transfer, or delegate any of its rights or obligations under this Engagement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this clause shall be null and void.

2. Amendments: No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

3. Severability: If any provision of this Engagement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall replace such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the original intent of the Parties.

4. Entire Engagement: This Engagement, together with any schedules and exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

5. Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under this Engagement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, terrorist acts, government actions, or natural disasters.

6. Notices: All notices, requests, consents, claims, demands, waivers, and other communications under this Engagement shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; or (c) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

The Services that we will provide to you will be governed by the terms and conditions as stated hereinabove. These terms and conditions are binding upon your dealing with us for reinsurance business subject to any written agreement if executed between you and us.

Last Update on: 16 May 2025

TERMS OF BUSINESS AGREEMENT

Policybazaar Insurance Brokers Private Limited, a company incorporated under the provisions of Companies Act, 2013 and registered as a Composite Broker with Insurance Regulatory and Development Authority of India (“IRDAI”) having license no. 742 and International Financial Services Centres Authority (“IFSCA”) having registered office at Plot No. 119, Sector 44, Gurgaon - 122001 and corporate office at Gift City located at Office No. SI-M-B014, Shilp Incubation Centre, Unit B, First Floor, Plot – IIT3, IIT5, Block – 11, Gift SEZ, Gift City, Gandhinagar - 382355 , India (the “we”, “us”, “our”, “Broker”) aim to provide you reinsurance solutions that protect and enhance your business.

These terms of business (“Agreement”), set out the basis upon which we agree to provide services to you. Dealing with us in the reinsurance business constitutes your acceptance of these Terms of Business. We will contact you on behalf of our clients, and if you meet their specified requirements, we will facilitate a connection between you and the client. The provision of Services between us will be governed in accordance with the terms set forth herein.

1. Definitions

1.1 AML Requirements: Any applicable anti-money laundering and counter-terrorism finance legislation or regulation and the terms of any guidance issued by any industry bodies of which a Party may be a member from time to time.

1.2 Applicable Laws: shall mean and include all applicable statutes, enactments, acts of legislature, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any governmental authority, tribunal, board, or court, including but not limited to the Insurance Act, 1938, the Insurance Regulatory and Development Authority Act, 1999, and the Insurance Regulatory and Development Authority of India (Insurance Brokers) Regulations, 2018, together with all applicable circulars, notifications, guidelines, and instructions issued thereunder, as amended, modified, or supplemented from time to time; shall also mean and include laws ,of the territory you are based in, applicable on this transaction. The parties will ensure that they meet the requirements under such laws.

1.3 Client: our client or potential client who has nominated us to provide them with advice and/or for whom we act as agent.

1.4 Commission: any commission payable to us agreed between the Parties from time to time.

1.5 Confidential Information: shall mean and include all non-public information, whether in oral, written, or electronic form, concerning the business, operations, strategies, products, services, customers, pricing, systems, procedures, and intellectual property of either Party, including but not limited to technical data, trade secrets, know-how, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by either Party either directly or indirectly;

1.6 Lines of Business: shall mean the following classes of insurance business: [list specific classes, e.g., "Property, Marine, Liability, etc."].

1.7 Net Premium: the Premium less any Commission.

1.8 Premium: all premiums payable in respect of any reinsurance policy subject to this Agreement.

1.9 Records: anything on which any information of any description in respect of Reinsurance Business is recorded.

1.10 Reinsurance Business: any reinsurance business which is transacted between both the parties, or where there continue to be obligations owed by the Reinsurer to the Reinsured or vice versa during the period of this Agreement. For the avoidance of doubt Reinsurance Business does not include any outwards reinsurance business placed by us as your agent..

1.11 Reinsured: any party (not being either party to this Agreement) entering into a contract of reinsurance which is subject to this Agreement.

1.13 Services: shall mean and include all insurance broking services to be provided by us to you as more particularly detailed in Clause 2 of this Agreement;

1.14 Slip: Any document held in whatever form which is or is to form the basis of either a contract for insurance or contract of insurance. A Slip may incorporate details of administrative arrangements pertinent to the processing of the contract for or of insurance.

1.15 Territory: shall mean specify geographical territory of the Republic of India and where the Services are provided;

2. Scope of Services

2.1 The purpose of this Agreement is solely to set out the rights and obligations of the parties only in respect of the matters specifically addressed in the Agreement. To the extent that any matters relating to the relationship between the parties are not expressly addressed in this Agreement, they remain unaffected and unaltered by this Agreement. This Agreement shall not override the terms of any underlying contract for or of Reinsurance Business, nor shall it override the terms of any more specific agreement between the parties.

2.2 Nothing in this Agreement overrides Broker’s duty to place the interests of its Clients above all other considerations, nor shall this Agreement override any legal or regulatory requirements (whether obligatory or advisory) which may apply to us, you, or the conduct of any Reinsurance Business.

2.3 Subject to clause 2.5 below, the parties agree that the terms herein shall apply to the conduct of any Reinsurance Business transacted or effected between the parties on or since the day you avail our Services.

2.4 Each proposal for Reinsurance Business, renewal of existing Reinsurance Business or continuation of cover in respect of any existing Reinsurance Business will be accepted or declined by you at your sole discretion. We are under no obligation to offer any proposal for Reinsurance Business or renewal of any existing Reinsurance Business to you.

2.5 Prior to or at the time of placement of any Reinsurance Business (or as otherwise agreed separately in writing between the Parties), the Parties may agree provisions relating to the conduct of that Reinsurance Business. These provisions may include (but are not limited to) roles and responsibilities relating to administration of the Reinsurance Business and the handling of claims and processes by which amendments to the risk may be agreed, and so forth. This Agreement shall be subject to any provisions so agreed and does not seek to address such provisions.

2.6 Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the Parties or as appointing either Party as agent of the other Party for any purpose and neither Party shall have the authority to bind the other Party or to contract in its name for any purpose unless separately agreed in writing.

2.7 You shall maintain Records of all the insurance policies solicited through us, the details of the policyholder and the premium payable under such policies and the information pertaining to our remuneration or compensation.

2.8 You shall furnish such records or information as required by IRDAI in relation to this Agreement as and when required.

2.9 You shall be responsible for underwriting of the risk as well as claim settlement process.

2.10 You hereby represent, warrant and undertake to provide accurate, complete and up-to-date information to us Broker regarding your risks, requirements, historical claims experience and any other relevant matters that may affect the placement of risks. You acknowledge that the effectiveness of the Services depends on the accuracy and completeness of the information provided.

2.11 You shall promptly notify us in writing of any material changes in your business, operations, risk profile, or other circumstances that may affect the placed risks or require modification to existing placements. Such notification shall include sufficient detail to enable us to assess the impact of the changes and recommend appropriate adjustments.

2.12 You shall provide all necessary assistance, information and documentation required by us to perform the Services effectively. This includes but is not limited to facilitating communications with insurers, providing access to relevant personnel and records, and cooperating in claims investigations and settlement process.

2.13 You shall ensure due disclosure of the following –

• any regulatory actions or penalties imposed against you, including your group companies and associates, by regulatory Bodies in last 5 years.

• any penalties imposed by any regulatory body on any of your directors, shareholders, Beneficial Owners and /or Key Managerial persons in last 5 years.

• if any of your directors, shareholders or beneficiaries or key managerial person (including your relatives) of your Company/group company/associates are Politically Exposed Person, PEP.

2.14 You shall ensure that employees of your organization are trained on compliance policies and specify the procedures of the same.

2.15 You shall ensure adherence to all applicable insurance regulations and compliance to all tax laws and other relevant laws of the country.

2.16 You shall have adequate reinsurance arrangements in place to cover potential losses.

2.17 You shall have adequate data security measures in place for maintenance of strict confidentiality and security of data shared by us.

2.18 You shall ensure commitment to fair and transparent business practices and adherence to high ethical standards.

2.19 You shall promptly notify us of any regulatory changes or actions that could affect our operations.

2.20 You shall ensure that there are no conflicts of interest exist or will exist that could compromise our interests.

2.21 You shall have regulatory and legal policies designed to ensure compliance with Anti-Money Laundering and Counter-Terrorist Financing exists at country Level.

2.22 You confirm that the country of your business operations follows the laid down principals and regulations by Financial Action Task Force (FATF)

3. Regulatory Status

3.1 We warrant that we are authorized by the Insurance Regulatory and Development Authority of India (“IRDAI”) and/ International Financial Services Centres Authority (“IFSCA”) to undertake Insurance Intermediation and Insurance Management activities from the day you avail our Services.

You warrant that you are authorized to conduct reinsurance business activities from the day you avail our Services.

3.2 We shall inform you immediately in writing in accordance with the provisions of this Agreement if at any time during the period of this Agreement:

3.2.1 IRDAI suspends or withdraws our authorisation.

3.2.2 We otherwise cease to be authorized by or to have appropriate permissions from the IRDAI to undertake any activities in relation to any Reinsurance Business subject to this Agreement; or

3.2.3 We become insolvent.

3.3 You shall inform us immediately in writing in accordance with the provisions of this Agreement if at any time during the period of this Agreement:

3.3.1 the [Name of Authority] suspends or withdraws the your authorization; or

3.3.2 you otherwise cease to be authorized by or have the appropriate permissions from the [Name of Authority] to undertake any activities in relation to any Reinsurance Business subject to this Agreement.

3.2.3 You become insolvent

4. Authority

4.1 This Agreement sets out the basis on which you will accept Reinsurance Business from us.

4.2 Subject to clause 4.3, nothing in this Agreement shall grant us authority to accept, amend, or vary Reinsurance Business, settle, negotiate or compromise claims, alter any document or policy, and/or commit you in any way.

4.3 Nothing in this Agreement shall affect our implied authority to “sign down” your participation on any reinsurance policy where cover is placed in excess of one hundred percent (100%) of order in accordance with market practice.

4.4 Neither Party shall advertise on behalf of the other, nor shall either Party use the other’s name, trade names, trademarks or logos or data or any part thereof in advertising without the other’s prior written consent. Neither Party shall communicate any non-exempt financial promotions in respect of the other and the other’s business unless it is authorised to do so or unless the other Party has given its consent.

5. Remuneration

5.1 The Parties will agree whether and, if so, how much Commission is payable to us by you which shall be communicated between the Parties from time to time in the relevant documentation. We may deduct the Commission upon receipt of the Premium.

6. Premium and Claims

6.1 Where we hold: -

1. Premium due to be paid to you.

2. return Premium due to be paid to our Client; or

3. Claims monies due to be paid to our Client.

We shall hold such monies as the agent of our Client.

We have no authority under this Agreement to permit any third party, sub-agent or appointed representative to receive, hold or pay any money on your behalf without your consent.

6.2 We shall use reasonable endeavours to collect the Premium (including any applicable taxes). Upon receipt of Premium (including any applicable taxes), and after deducting any Commission, we shall reasonably promptly (within the context of any agreed credit period) pay the Net Premium (including any applicable taxes) to you.

6.3 We shall not be responsible for the payment of the Net Premium to you where we are not in receipt of the Premium from the Client.

6.4 We will notify you immediately in the event that any Client has failed to pay the Premium (or, as the case may be, any provisional Premium) within the applicable credit period (in respect of Premium due on issue or renewal of the relevant reinsurance policy) or when otherwise due (in respect of any instalment, adjustment or additional Premium due after any applicable credit period).

6.5 In the event that we receive the Premium after the time permitted for the Client to pay the Premium and provided the relevant contract of reinsurance has not been validly cancelled, we shall pay the Net Premium to you as soon as reasonably possible.

6.6 We will notify you within such time as may be agreed between the Parties, that our Client has failed to pay the premium (or, as the case may be, any provisional premium).

6.7 In the event of the cancellation or avoidance of a contract of reinsurance, where you are obliged by law, regulation, or the terms of the contract of reinsurance to repay gross premiums in respect of such contract of reinsurance, we agree to repay the relevant Commission (which shall not for the purpose of this clause include fees paid by our Client). Such repayment shall, in the case of cancellation, be only in respect of Commission received by us which is attributable to that part of the premium repaid. Unless otherwise obliged to by law, regulation or terms of the contract of insurance, you shall refund premiums net of Commission.

6.8 The parties shall ensure that all necessary approvals, permissions, and authorizations required under FEMA have been obtained prior to making or receiving any foreign exchange payment.

6.9 The parties shall ensure that all remittances shall be made through authorized banking channels using prescribed banking instruments and documentation.

6.10 The parties will ensure compliance to necessary reporting under FEMA. Any premium, commissions, claims and all cross-border payments under this Agreement shall be made in strict compliance with the Foreign Exchange Management Act, 1999 (“FEMA”) and all rules, regulations, notifications, directions, and circulars issued thereunder, including but not limited to:

1. Foreign Exchange Management (Insurance) Regulations, 2015;

2. Foreign Exchange Management (Remittance of Assets) Regulations, 2016;

3. Foreign Exchange Management (Current Account Transactions) Rules, 2000;

4. Applicable RBI/IRDAI guidelines on overseas reinsurance transactions

In case of any non-compliance under the FEMA Guidelines the defaulting Party will indemnify the other Party in case of loss or penalty or any issues raised due to such non- compliances.

6.11 The parties shall maintain proper records and documentation evidencing the purpose and nature of all foreign exchange transactions shall be reported to Reserve Bank of India through authorized dealer banks in the prescribed manner and within the stipulated timeframes;

6.12 Theparties shall comply with all applicable know-your-customer (KYC) and anti-money laundering requirements for international financial transactions.

6.13 Parties shall cooperate with each other for ensuring the timelines of the applicable laws.

7. Taxes

7.1 All amounts due under this Agreement shall be excluding any applicable indirect taxes including but not limited Central Goods and Services Tax, State Goods and Services Tax, Integrated Goods and Services Tax and Union Territory Goods and Service Tax. Such amounts if applicable shall be charged additionally to you and you shall be required to pay such amounts. All other taxes, applicable if any, shall be deducted from the amounts payable by you under this Agreement and you shall provide a certificate for all such deductions within the timeline provided in accordance with the applicable Laws and regulations.

Except where required by law or regulatory authority or by the terms of this Agreement, the parties agree that we will not act as guarantor to you with regard to the payment of any taxes relating to any Reinsurance Business, the obligation to account for any applicable taxes remaining your sole responsibility.

8. Compliance

8.1 Each party will comply with their respective legal, licensing and regulatory requirements applicable to the production of documentation relating to any Reinsurance Business and to the production, placing, claims handling and premium and claims accounting of any Reinsurance Business which we place with you.

2. Each party shall pay due regard to, and cooperate in respect of the observance of, any applicable international economic or financial sanctions which bind the parties and the customer. Notwithstanding this, each party is solely responsible for ensuring its own compliance with such legislation.

2. Neither party shall be involved in the offering, promising or giving of any financial or other advantage to any person in breach of any law against bribery. The parties shall insofar as required to do so, and whether or not either party is an associated person of the other for the purposes of the applicable laws relating to bribery, maintain on an ongoing basis its own adequate anti-corruption/bribery policies.

2. The parties undertake to inform each other of any suspicion or should they become aware that the insured is engaged in money laundering or any other form of criminal conduct.

9. Data Protection

9.1 Parties shall comply with all applicable obligations imposed by or made under requirements of the applicable Data Protection Law (the “DPL”) together with any regulations and orders made thereunder and any applicable codes of practice or equivalent legislation in the jurisdiction in which it carries on business.

2. Without prejudice to the generality of clause 9.1, where either party (the “Disclosing Party”) disclose Personal Data (as defined in the DPL) to the other party in connection with the operation of this Agreement, the disclosing party will ensure that it obtains all necessary consents so that the Personal Data it provides to the recipient can be lawfully used or disclosed by the recipient in the manner and for the purposes anticipated by this Agreement.

2. The parties shall take reasonable care to establish and maintain appropriate technical and organizational measures against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

2. The parties shall ensure compliance to domestic as well as respective country’s laws related to data protection.

10. Term and Termination

10.1 The Agreement shall be effective from the date you start to avail our Services and shall remain valid until terminated in accordance with the terms of this Agreement.

10. 2 This Agreement shall terminate:

10.2.1 by one party giving Ninety (90) days’ prior written notice of termination to the other.

10.2.2 immediately, without notice, should either party become the subject of a voluntary or involuntary scheme of arrangement or liquidation proceedings (save for the purposes of amalgamation or solvent re-organisation) or become the subject of an action in bankruptcy or make or propose any composition with its creditors or otherwise acknowledge its insolvency.

10.2.3 immediately, without notice, should either party have any authority or permission granted to it by the respective Authority or other applicable regulator withdrawn or altered in such a manner as to prohibit or materially restrict the relevant party’s ability to conduct regulated insurance activities.

10.3 Following termination:

10.3.1 The Parties will agree the procedure for administering Reinsurance Business current at the time of termination.

10.3.2 The Parties will use all reasonable efforts to cooperate with each other to transfer any Reinsurance Business, if so required.

10.3.3 Where permissible, both the Parties will remain liable to perform their obligations in accordance with the terms of this Agreement in respect of all Reinsurance Business subject to this Agreement until all Reinsurance Business has expired or has otherwise been terminated. You Reinsurer shall be obligated to make all the payments due to us for the work already done till date of termination or expiration of the Agreement.

11. Records and Audits

11.1 We will retain such records and files created or held by us under this Agreement for such time as may be prescribed by any applicable law, code, or regulation.

11.2 We agree to allow you, on reasonable written notice and subject to data protection and confidentiality agreements acceptable to us, to inspect and to audit or inspect our records and files relating exclusively to this Agreement during reasonable business hours and, at your own expense, make and take away copies thereof.

11.3 In the event that you request us to carry out any functions or duties on your behalf, such as the appointment of loss adjusters, lawyers or others, or we otherwise act as an intermediary between you and your representatives or agents:

11.3.1 We accept your appointment or instructions on the basis that the information received by us in respect of a claim made upon any Insurance Business is disclosable to our Client.

11.3.2 all documentation and records created or received by us in the performance of such functions or duties shall be and remain your property f the Reinsurer, other than documents over which we have a proprietary commercial interest.

11.3.3 will take reasonable steps to retain, maintain and safeguard any of the documents in possession in accordance with any regulatory requirements which apply to you and of which we have notice; and

11.3.4 on termination of this Agreement for whatever reason and on reasonable written notice we will deliver up to you such documentation if requested except retention of such copies as required by the applicable laws.

11.3.5 The provisions of this clause shall not absolve your obligation to maintain records as required by the applicable laws.

11.3.6 We or our representatives, IRDAI or their representatives shall have the right to call for documents and explanations from you as may be required in accordance with cooperative laws. You shall extend necessary cooperation in providing such documents and information.

11.3.7 You shall extend necessary cooperation in providing the requisite information, documents, records and books as may be required by us, our, auditors or regulators from time to time.

12. Confidentiality

Each of the parties will treat information received from the other relating to this Agreement and to the Reinsurance Business as confidential and will not disclose it to any other person not entitled to receive such information except as may be necessary to fulfil their respective obligations in the conduct of the Reinsurance Business and except as may be required by law or regulatory authority. For the avoidance of doubt each Party shall be entitled to disclose such information where necessary to its Insurers or Reinsurers, actuaries, auditors, professional agents and advisers and other group companies and affiliates. This clause will not apply to information which was rightfully in the possession of such party prior to this Agreement, which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause) or which is trivial or obvious or required to be disclosed by applicable laws or by an order of the court.

13. Variation and Assignment

This Agreement may be assigned or varied only in writing signed by both parties.

14. Rights of Third Parties

A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

15. Dispute Resolution

15.1 The Parties to this Agreement are committed to resolving all disputes arising under it (whether such dispute arises before or after the termination of this Agreement) without the need for litigation and to allow as far as possible for commercial relationships to remain unaffected by disputes and therefore the parties:

15.1.1 will attempt in good faith to resolve any dispute or claim promptly through negotiations between respective senior executives of the parties who have the authority to settle the same.

15.1.3 if the matter has not been resolved by good faith negotiation within six months of the dispute arising, the parties will refer the dispute in accordance with clause 17 below.

16. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Gurgaon.

17. Limitation of Liability

In no event shall we be liable for any indirect, incidental, special or consequential damages or any damages whatsoever including punitive or exemplary damages. It is agreed that our total liability under this Agreement shall not exceed the total remuneration/fees paid to us in preceding 12 (twelve) months arising from the date of claim.

Notwithstanding any other provisions of this Agreement, our liability shall only arise in case of fraud, gross negligence and misconduct and only such claims that are solely attributable to us.

18. Enforceability Clause

In the event any portion of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

19. Service of Notices

Any notices to be given under this Agreement shall be sent in writing, by first class post, by hand, or facsimile to the Compliance Officer at the registered office of the party to be served. The notice shall be deemed to have been served, if posted, at the expiration of two business days after posting and if by facsimile, or by hand, at the expiration of one business day after it was dispatched.

20. Force Majeure

Neither party shall be liable for any delay or non-performance of its obligations under this Agreement caused by an event beyond its control (a “Force Majeure Event”) provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Agreement. Either party may terminate this Agreement if such Force Majeure Event continues for more than 3 months.

21. No Waiver

No waiver by one party of any breach by the other party of any term of this Agreement shall be construed as a continuing waiver or a waiver of any subsequent breach, nor shall any delay on the part of a party to exercise any right that it has or may have under this Agreement operate as a waiver of any breach by the other party.

23. Licenses and Permits

Each party shall obtain and maintain all licenses, permits, registrations and approvals required to perform its obligations under this Agreement. Each party shall promptly notify the other party of any suspension, revocation, or material modification of any such license, permit, registration or approval.

The Services that we will provide to you will be governed by the terms and conditions as stated hereinabove. These terms and conditions are binding upon your dealing with us for reinsurance business subject to any written agreement if executed between you and us

Last Update on: 16 May 2025