Direct Commercial TOBA Brasil

Butcher Robinson & Staples International Limited

Terms of Business Agreement For Direct Commercial Clients

Butcher Robinson & Staples International Limited 9 St Thomas Street London, SE1 9RY Registered in England and Wales No. 715749 Authorised and Regulated by the Financial Services Authority Firms Reference Number 310478

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Butcher Robinson & Staples International Limited Introduction 1) The Financial Services Authority (FSA) 2) Relationships 3) Our Service 4) Instructions 5) Proposal Forms 6) Duty of Disclosure 7) Information about the proposed insurance 8) Confirmation of Cover 9) Payment of Premium 10) Costs and Remuneration 11) Binding Authorities and other Facilities 12) Minimum and Deposit Premiums 13) Claims 14) Cancellation 15) Security and Guarantee 16) Client Money 17) Data Protection, Confidentiality and Conflicts of Interest 18) Complaints 19) Alternative Dispute Resolution 20) Governing Law 21) Third Party Rights

Signature Page

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Butcher Robinson & Staples International Limited INTRODUCTION The following Terms of Business set out the basis on which Butcher Robinson & Staples International Limited (BRASIL) will provide business services to you as our client.

Please take time to read through these terms and then complete the signing page at the end in order to confirm your acceptance of them. If we do not hear from you to the contrary then we will consider that you are in agreement to these terms.

Should you have any questions, please feel free to contact us and we will be happy to answer them.

These terms shall be effective from the 1st January 2009 and will remain in force and shall apply to any business product provided to you now or at a future date. Should we change any of our business terms we will advise you in writing.

For the avoidance of doubt, where applicable, the term „Insurance and/or Insurer(s)‟ are interchangeable with „Reinsurance and Reinsurer(s)‟.

1.

THE FINANCIAL SERVICES AUTHORITY (FSA) With effect from the 14th January 2005 Insurance Mediation is regulated in the UK by the FSA. We are authorised and regulated by the FSA to conduct Insurance Mediation from that date under registration number 309197. You can visit the FSA web site at http://www.fsa.gov.uk/register or by contacting the FSA by telephone on + 44 (0) 845 606 1234, to explain fully what this means.

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RELATIONSHIPS The FSA require that we advise you of any individual or company who holds more than 10% of our share capital or voting rights.

Two of our Directors currently hold more than 10% of the Company's shares, they are S.M.Brown 15.44% and R.D. Symonds 18.64%

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OUR SERVICE Our service includes advising you on your Insurance needs, where required, arranging cover with insurers to meet your requirements, helping you with any changes you may need to make in your insurance cover and assisting you with any claims that may arise.

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INSTRUCTIONS To avoid any misunderstandings, please provide instructions to us in writing (by letter, fax or e-mail). In urgent cases where it is necessary to accept verbal instructions, we ask that you confirm in writing as soon as possible.

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PROPOSAL FORMS Where a proposal form is required by the insurer, we will be happy to provide you with advice on it‟s completion but we cannot complete the form on your behalf.

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DUTY OF DISCLOSURE With any contracts of insurance, it is your responsibility to disclose all material facts as failure to do so could nullify any insurance issued. A material fact is one likely to influence the assessment and acceptance of the risk by underwriters, and if there is any doubt about whether certain facts are material, then those facts must be disclosed.

The insurer is not required to make enquiries; the onus falls on you as the Insured. You are responsible for providing true and complete answers or statements on proposal forms, claim forms or other material documentation.

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INFORMATION ABOUT THE PROPOSED INSURANCE We will endeavour to ensure that: 

We provide you with comprehensive information early enough for you to make an informed decision about the proposed insurance;



We will, where required explain to you the differences in and the relative costs of the types of insurance we think will meet your requirements;



We will explain, where required, the key features of the Insurance including: -

the essential cover and benefits any significant or unusual restrictions, exclusions, conditions or obligations the period of cover if we are unable to find cover which meets with your requirements, we will explain the differences between those requirements and the insurance we are proposing.

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Butcher Robinson & Staples International Limited We are however not qualified to advise you on the legal interpretation of the policy, and if you are uncertain as to the legal effect or meaning of any of the terms of the insurance or consequences of the breach of any of them, you must take advice from a lawyer appropriately qualified to give that advice.

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CONFIRMATION OF COVER We will provide you with „evidence of cover‟ that cover has been put in place, including the terms of the insurance and the insurer involved. These will normally be sent to you within fourteen days from the date on which cover began.

Upon receipt of these „evidence of cover‟ documents, we would ask you to review the contents and let us know immediately if any details of the cover do not meet your requirements. The full policy wording will be prepared by the Insurer we will forward this to you upon receipt from them.

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PAYMENT OF PREMIUM We will notify you, by way of cover/debit note, of premiums due to Insurers. This will normally be sent to you within fourteen days from the start of cover. Premiums are due from the moment the Insurance comes into force. So that we may settle promptly with the Insurers, we ask that you pay the premiums due within the terms specified on the cover/debit note or covering letter. This would normally be within 30 days.

In some cases insurers may impose specific premium terms requiring payment by a certain date. Please be aware that if you do not make payment by the due date, the insurers may cancel the policy from the date when cover originally came into force, or may cancel the cover and charge a premium for the period they were on cover. They are entitled to do this and it is your responsibility to pay premiums on time and as required by policy conditions.

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COSTS AND REMUNERATION We will provide details of the premium costs of each policy offered.

We will not impose any fees or charges in addition to the premium required by the insurer without first disclosing the amount and purpose of the charge. We reserve the right to charge for policy amendments, claims handling and/or cancellations.

We may receive additional payments from your Insurers for policy production, claims representation, policy maintenance, reinsurance placements or other services.

We may generate additional earnings through the management of cash balances, including and rate of exchange differences, held on behalf of clients and insurers which are not identifiable to any individual client.

Commission and fees are earned on placing the insurance risk at the outset of the policy period. In the event that, for any reason, the insurance is cancelled or otherwise terminated prior to the expiry date, we will be entitled to retain all commission and fees in respect of the full policy period. Commission and/or fees are payable to us in full upon receipt of the related premium.

BRASIL does not accept additional commission payments from insurers based upon the aggregate premium volume placed with them, the insurer‟s renewal retention rate, or any other similar contingency (such arrangements being commonly known as “placement services agreements”, “market services agreements “ and the like.

BRASIL may provide services to insurers that are not directly related to the services provided to you and in such cases we receive remuneration direct from the insurers in recognition of those services. For example, we may act for one or more insurers with whom your business is placed in the placement of their own reinsurances. These placements would be separate contracts subject to their own terms and conditions, including those related to remuneration.

BRASIL does not engage in practices commonly referred to as “tying”. Tying is when an intermediary threatens to stop sending insurance business to an insurer unless in return it agrees to let the intermediary provide that insurer‟s reinsurance needs, or when an intermediary agrees to provide business to an insurer in exchange for being given its reinsurances to place.

Any return premiums due from insurers will be paid back to you net of our fees or commissions.

Upon request BRASIL will disclose to you all forms of remuneration it receives in connection with the placing of any insurance risks on your behalf.

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BINDING AUTHORITIES AND OTHER FACILITIES Certain insurers grant BRASIL limited binding authorities or similar facilities to accept business on their behalf. We may propose placing your insurance under a binding authority or similar facility where we reasonably consider this best meets your insurance requirements. Where we intend to bind the insurance risk(s) under a facility without reference to the insurer we shall inform you prior to completion of the contract.

Such arrangements typically exist to enable efficiency in the handling of risks of a particular type. As such they may enable us to place certain business that, as an individual proposition, may not be considered economic, or which for

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Butcher Robinson & Staples International Limited other reasons would be difficult to place with insurers on a comparable basis. In accordance with market practice we may receive a commission from insurers linked to the profitability of the facility.

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MINIMUM & DEPOSIT PREMIUMS Please note that not all insurance policies are written on a pro rata basis, and some or all sections within a policy may attract a Minimum & Deposit premium irrespective of the period on cover. Any section Minimum & Deposit premium will also apply retrospectively when submitting year end declarations. Should you require any further information regarding the Minimum & Deposit premiums on any of your policies then please fee free to contact us.

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CLAIMS You must notify us immediately of any claims, or circumstances which could give rise to a claim. When you notify us, you must include all material facts concerning the claim. Your policy wording will describe in detail the procedures and conditions in connection with making a claim.

We will provide a claims handling service as long as you remain our client and, if required, will give you guidance on pursuing the claim. We will handle claims fairly and promptly and keep you informed of their progress. We will inform you in writing if we are unable to deal with any part of the claim. We will account to you, without avoidable delay, once the claim has been agreed and settled.

We reserve the right to charge a reasonable fee for our services if you cease to be our client but wish us to handle claims on your behalf.

Settlement of claims will be dependent upon collection from insurers. Part payment may be made during the process but we cannot be responsible for the wrongful non-payment or delay by the Insurers in paying any claim.

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CANCELLATION Either party may cancel this Agreement by providing 30 days written notice to the other part. Please note that cancelling the Agreement in no way removes or reduces the requirement to meet your obligations under this Agreement.

Please note: Insurance contracts are for 12 months (unless specifically agreed otherwise) and return premiums may not reflect the entire un-expired period of insurance and in some cases no return premiums are available.

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SECURITY AND GUARANTEE As security for all sums due to us from you, we shall be entitled to full right of set off against all monies received from insurers and held by us on your behalf in respect of all amounts due and payable to us by you.

You hereby guarantee the payment of all sums due to us by you and your company. You also agree to indemnify us against any claims or damages which we may suffer as a result of default on your part.

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CLIENT MONEY Client money is money of any currency that we receive and hold in the course of carrying on insurance mediation on behalf of our clients or which we treat as client money in accordance with the client money rules. A copy of these rules is available on request or on the FSA website.

With effect from the 14th January 2005 we will hold client money subject to the conditions of a nonstatutory trust account, as explained below: The aim of the trust is to protect the client in the event of the failure of the firm, or failure of the bank or a third party where money may be held. In such circumstances, the firm's general creditors should not be able to make claims on client money as it will not form part of this firm's assets.

The FSA require that Firm's wishing to operate a non statutory trust have adequate resources and they set higher capital requirements for the Firm. The FSA also require an independent audit concerning the adequacy of the Firm's systems and controls. In the context of these safeguards, the FSA allows us to use client money held on behalf of one client, and to pay claims and premium refunds to another client before we receive payment from the insurer. However, we are not entitled to use client money to pay commissions before we receive the relevant premium from the client.

In accordance with FSA rules client monies and Insurer monies may be co-mingled in this account where the Insurer has given such consent. Where insurance is placed under a binding authority, or where insurers have agreed to risk transfer, the money you pay us will be held by us as agent of the insurer and not as client money.

The fact that we hold money on trust gives rise to fiduciary duties which will be owed to you until the client money reaches the insurer or product provider.

The firm believes this flexibility is in the best interests of clients.

If we do not hear from you to the contrary then we will consider that you are in agreement to us keeping your money in a non-statutory trust.

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Direct Commercial TOBA - Current 2011 2011

Butcher Robinson & Staples International Limited 17

DATA PROTECTION, CONFIDENTIALITY AND CONFLICTS OF INTEREST We will treat all your information as private and confidential to us and anyone else involved in providing your insurance. We will not give information to others, except when you give us permission to, if we are required to by the FSA or if we are required otherwise to do so by law.

We shall seek to avoid conflicts of interest, BRASIL has put in place procedures to ensure that any conflicts of interest that may arise in relation to the performance of its obligations under this Agreement are identified, openly resolved and clearly understood by all parties.

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COMPLAINTS Our aim is to provide a first class standard of service to all our Clients and to do everything we can to ensure that you are satisfied. However if you ever feel that we have fallen short of this standard and that you have cause for complaint, please contact us.

Please write to:S.M.Brown, Butcher Robinson & Staples International Limited, 9 St Thomas Street, London. SE1 9RY, United Kingdom.

Upon receipt of a complaint we will: 

Deal with all complaints in the manner prescribed by the FSA as appropriate.



Treat all complaints seriously and investigate the matter fully.

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If the complaint cannot be dealt with by the end of the next working day we will provide a written acknowledgement within 5 working days and endeavour to advise when you may expect a full response.

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If we believe that the complaint should be redirected to another organisation, we will advise you within 5 working days and endeavour to provide details of to whom the complaint should be redirected.

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In complicated cases we will endeavour to complete all investigations within 20 working days. If we are unable to resolve the matter at that point we will advise you of the position and give our best estimate of when we anticipate conclusion.

As a regulated company, should you fail to be satisfied with our final response, you may contact the FSA at 25 The North Colonnade, Canary Wharf, London, E14 5HS. Telephone number 020 7066 1000.

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ALTERNATIVE DISPUTE RESOLUTION (ADR) It is agreed between the parties hereto, that any and all disputes concerning terms, conditions, meaning or effect of this agreement shall be submitted to Alternative Dispute Resolution (“ADR”) before either party resorts to the applicable legal processes or institutes court action in any jurisdiction or invokes formal arbitration where applicable.

ADR is understood to include assisted conciliation, negotiation, settlement conferences, mediation, pre-action protocols, expert determination, neutral evaluation, private judge or jury intervention, informal and non contractual arbitration or such other recognised alternative dispute resolution process as the parties shall agree is appropriate.

Within 30 days of one party informing the other that they wish to invoke this clause and that they desire to be submitted to ADR, the parties shall agree which ADR alternative to adopt, the nature and substance of the dispute and whether and how to make the ADR decision binding. Should agreement not be reached on these issues within this period the ADR alternative by default shall be a binding determination by single expert mediation.

The parties shall each provide the name of suitable third party neutral experts from which list one will be chosen by agreement to conduct the dispute resolution process. If within a further 30 days the parties cannot select from these a mutually acceptable neutral then the decision shall be referred to the Centre for Effective Dispute Resolution or, if agreement cannot be reached, the London Court of International Arbitrators, for an Appointment.

Any such ADR process shall be conducted in accordance with the rules, guidance and code of conduct of the appointing body. Should mediation result in a resolution, the parties agree to be bound by the outcome of the ADR process determined upon under this clause and to enter into a contract giving effect to this agreement.

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GOVERNING LAW The Laws of England and Wales will apply to this agreement.

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THIRD PARTY RIGHTS Unless otherwise agreed between us in writing, no terms of this Agreement are enforceable under the Contracts (Rights of Third Parties) Act 1999.

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Butcher Robinson & Staples International Limited Terms of Business Agreement for Direct Clients Signature Page

Terms of Business Agreement signed For and on behalf of Butcher Robinson & Staples International Limited:

J.R.Leech, Development Director

Please sign the Agreement where indicated below and return the signed page to us. If you do not sign the Agreement, do not object to the terms and conditions and continue to trade with us, you will be deemed to have accepted the Agreement.

I/We acknowledge receipt of the BRASIL Terms of Business Agreement and agree to the terms and conditions therein.

For and on behalf of Insert Name

Signature: __________________________

Date: __________________

Name in capitals: __________________________

Position: __________________________________ Please sign and return one copy of the Signature Page to: Jon Leech Development Director Butcher Robinson & Staples International Limited 9 St Thomas Street, London, SE1 9RY United Kingdom leech@brsint.com

Tel: +44 (0) 20 7397 5000 Fax: +44 (0) 20 7407 1076 www.brasil.co.uk Registered in England and Wales No. 715749

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