Terms and Conditions of Trade

Effective date: 1 January 2025

These Terms and Conditions of Trade (‘Terms and Conditions’) shall apply to financial services business between HWS Specialty Pty Ltd (ABN 21 165 322 485, AR No. 453409) (‘HWS’) and any AFS Licensed Steadfast affiliated Broker, Authorised Representatives of the Broker and any Steadfast affiliated Underwriting Agency (‘Client’) from and including the Effective Date. Any Client wishing to utilise the services offered by HW agrees to be bound by these Terms and Conditions (www.hwsspecialty.com).

1. Background

The Client wishes to carry on a financial services business to provide financial product advice for insurance products, and deal in a financial product by applying for, acquiring, varying or disposing of an insurance product, subject to the Client’s Australian Financial Services Licence (‘AFSL’) authorisations, to be arranged by HWS. The Client agrees to be bound by these Terms and Conditions. In consideration of the Remuneration (set out at section 7 below) by HWS.

2. Relationship

The Client holds an AFSL that authorises them to advise and deal in insurance products to either retail or wholesale clients (or both). The Client will advise HWS immediately if the AFSL is varied, suspended or cancelled.

The Client acts as agent for their clients and is not an agent of HWS nor do these Terms and Conditions create any form of binder, employment, joint venture or partnership. The Client will not provide or purport to provide any financial services on behalf of HWS. The Client is also responsible for the actions and omissions of its authorised representatives, agents, employees and contractors.

3. Arranging Insurance – Closings & Hold Covered

The Client must accept the offer for the contract of insurance in writing prior to or on the inception date. The Client will provide their closing within 14 days from the inception date of the contract of insurance.

The contract of insurance will be as per the written offer provided by HWS and any subsequent documents or other conduct including any counter-offer from the Client will have no effect unless confirmed in writing by HWS.

Note: HWS have no authority to offer hold covered terms or agree to any changes in coverage.

4. Policy Documentation

In providing HWS with your e-mail address, HWS will consider this to be your consent to receiving any insurance documentation that HWS may, or are required to, provide in an e- mail, or e-mail format. If you would like to receive any of the documentation in paper format, please let HWS know.

5. Insureds

HWS will only directly contact insureds in the following circumstances:

Where the Client is present;

• Promoting, marketing and selling its services or products to the general public or to groups of persons who are members of a specific industry, association, profession, club or ethnic community provided that in doing so it does not target any client of the Broker specifically;
• Pursuant to statutory requirements;
• If requested by the insured in writing;
• If required in relation to a claim; or
• If despite reasonable efforts, HWS has been unable to provide the Broker with any of the relevant notices and information required pursuant to statutory requirements

6. Duty of Disclosure

The insured has a duty of disclosure under the Insurance Contracts Act 1984 (Cth) (‘ICA’). The relevant sections of the ICA, subject to the general insurance product, are sections 21, 21A and 21B. The relevant duty of disclosure is also set out in the product disclosure statement (PDS), policy wording or insurance documentation associated with the contract of insurance.

7. Payment of Premium, Fees and Statutory Charges

The Client will remit premium on a net of commission basis and any applicable fees and statutory charges on a gross basis to HWS within 30 days of the contract of Insurance’s inception date.

All collected premium, applicable fees and statutory charges are to be held in a trust account in accordance with statutory provisions.

8. Non-payment of premium

The Client agrees to pay all premiums and other charges within 30 days from policy inception, or as otherwise agreed in writing.

Should the Client fail to pay the premium or any instalment of it in full with cleared funds in the invoiced currency by the due date, the insurance contract may be cancelled by insurers in accordance with the ICA.

HWS will advise the Client if insurers have imposed a premium payment warranty or condition.

Where insurers have specified a premium payment warranty, HWS must receive the premium due by that date. If the Client unable to comply with the premium warranty please contact HWS immediately and prior to binding cover.

9. Remuneration

HWS may be remunerated by commission earned on base premium for insurances placed, or by a fee. As this remuneration is earned on placement, HWS may be entitled to retain it (or to receive it where unpaid) even if policies placed by HWS are cancelled. Where HWS place multi-year policies, HWS will be entitled to retain all commission and/or fees upon placement even if such policies are cancelled.

In certain situations, it may be appropriate for HWS to use other parties such as wholesale brokers, excess and surplus lines brokers, underwriting managers, managing general agents or reinsurance intermediaries in the placement of the Client’s insurances. These parties may also earn and retain commissions for their role in providing products and services for the Client. If this is required HWS will obtain the Client’s prior consent.

For the avoidance of doubt, the base premium is exclusive of statutory charges (including GST), any fire services levy or any other fee. Any change to the commission will be communicated by providing 30 days’ written notice to the Client.

10. Cancellation of the Contract of Insurance

Subject to the terms of the contract of insurance, the insurers maintain any other rights under the ICA to cancel the contract of insurance.

HWS must notify the Client of any intention to cancel or avoid a contract of insurance by the insurer.

If a contract of insurance is cancelled following the cooling off period (if applicable), the premium refund will be in accordance to the insurer’s guidelines and as stated in the contract of insurance.

In the circumstance where a fee is payable and/or premium is non-refundable as a result of cancellation this will be disclosed in the PDS, FSG, policy wording or insurance documentation associated with the contract of insurance.

11. Unauthorised Foreign Insurers (UFI)

There may be occasions where HWS is required to use a UFI as part of the placement. If this is the case HWS will obtain the Client’s prior written consent prior to placing any portion of a risk with a UFI.

An UFI is an insurer that is not authorised under the Insurance Act 1973 (Cth) (Act) to conduct insurance business in Australia and is not subject to the provisions of the Act, which establishes a system of financial supervision of general insurers in Australia that is monitored by the Australian Prudential Regulation Authority (APRA).

12. Financial Status

HWS do not warrant or guarantee the ongoing solvency or financial viability of any UFI as HWS has no control over the UFIs’ performance which may be affected by many complex commercial and economic factors. The solvency of an UFI may change significantly between the time a contract of insurance is entered into and the time a claim may be made.

13. Claims

The Client will provide all reasonable assistance to HWS, or a party nominated by the insurer, in respect of all claims and agrees that any claim will only be met upon receipt of all outstanding premium and other fees and statutory charges for that contract of insurance.

14. Electronic Distribution

If the Client chooses to distribute insurance documentation via electronic means, the Client must comply with any ASIC regulatory guides and any statutory requirements.

15. Marketing material

Any marketing material for HWS products created or developed by the Client must be approved by HWS. Also, the Client will not change any marketing material provided by HWS without the prior written consent of HWS.

16. Compliance with applicable requirements

The Client will at all times comply with all statutory requirements, ASIC regulatory guides and codes of conduct affecting the Client’s business.

17. Indemnity

Each party indemnifies the other, on demand, for all claims, damages, judgments, losses, costs (party/party basis) and expenses to the extent that they are reasonably incurred in connection with any breach by a party of either these Terms and Conditions or statutory requirements. The indemnity survives the expiry or termination of these Terms and Conditions.

18. GST

Where GST is payable, it must be calculated and paid in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth). All amounts referred to in these Terms and Conditions are GST exclusive.

19. Recipient Created Tax Invoice (‘RCTI’)

Both parties agree that they are parties to a RCTI Agreement for the purpose of dealing in insurance products and declare that these Terms and Conditions apply to supplies to which a tax invoice relates. HWS may issue tax invoices for the supplies, in which case the Client will not issue tax invoices for the supplies. Both parties are registered for GST and will notify the other if the registration ceases. Both parties agree to comply with the Australian Taxation Office requirements for a valid RCTI, which may be amended from time to time.

20. Records

The Client will retain all records including correspondence (whether electronic or otherwise) either created by or supplied to the Client for the purpose of providing financial product advice or dealing with the insurance products under these Terms and Conditions for a minimum of seven years or longer if required by any statutory requirements.

21. Dispute Resolution

The parties will attempt in good faith to negotiate any dispute between them in connection with these Terms and Conditions within 30 days after written notice from a party. If the parties cannot resolve the dispute by negotiation within 30 days from the original written notice, they will mediate in accordance with the Australian Disputes Centre guidelines for commercial mediation then in operation.

This clause does not apply to any urgent court application, including interlocutory relief.

22. Privacy & Confidentiality Privacy

The Client, if providing HWS with personal information about individuals, will comply with all relevant obligations under the Privacy Act 1988 (Cth), including having made or making the individual(s) aware that their personal information will be disclosed to HWS and handled in accordance with HWS’s Privacy Policy (www.hwsspecialty.com/privacy-notice)

Confidentiality

Subject to section 5 (Insureds), during and after termination of these Terms and Conditions, each party must keep confidential and must not use the other party’s Confidential Information except as necessary to perform under these Terms and Conditions or as required by law.

If a government, regulatory authority or court orders a party to disclose Confidential Information, that party will, to the extent permitted, immediately advise the other party and will disclose only such of the Confidential Information necessary to comply with the order.

Nothing in this section 22 (Privacy & Confidentiality) restricts the use or dissemination of Confidential Information obtained lawfully from a third party.

Each party authorises the other to disclose its Confidential Information to its insurers, (re)insurers, actuaries, auditors, professional advisors and any related bodies corporate.

This section 22 survives termination.

Confidential Information means all information, data, practices and techniques relating to a party, or a related body corporate, customers, competitors, business, operations, strategies, computer systems, marketing systems and intellectual property or other property of which the other party becomes aware in negotiating or performing under these Terms and Conditions.

Confidential Information does not include information that is in the public domain or later comes into the public domain (unless it came into the public domain by a breach of confidentiality).

23. Termination & Variation

These Terms and Conditions may be varied by HWS without cause by providing the Client with 30 days’ written notice, unless the variation is to comply with a statutory requirement where immediate notice will apply. Further, these Terms and Conditions may be terminated without cause by either party by providing 30 days’ written notice to the other or immediately if a party has its AFSL varied, suspended or cancelled. HWS reserves the right to terminate these Terms and Conditions immediately by providing written notice to the Client if the Client is subject to an insolvency event, breaches a condition or engages in serious  misconduct including fraudulent activity, or there is a statutory requirement. As soon as practicable after any termination of these Terms and Conditions and in any event within 30 days, each party must pay all money owed to the other if any, after taking into account any adjustments required and the Client must return at its own expense all documents including marketing materials supplied by HWS.

Contact Details

A party will provide notice to the other of any change of address, telephone and facsimile numbers and e-mail address as soon as practicable after such change.

24. Placement Exclusivity

Where HWS introduced the Client to insurer(s) and arranged the placement of a contract of insurance with an insurer(s), the Client agrees not to either approach or accept an approach from the same insurer(s) to arrange the same or substantially same contract of insurance which has been arranged by HWS for a period of 37 months, after the Client’s first contact with HWS in connection with the contract of insurance, unless HWS has been unable to arrange renewal terms or with the prior written consent of HWS.

25. Inconsistency & No Assignment

In the event of any inconsistency between these Terms and Conditions and the PDS, policy wording or insurance documentation associated with the contract of insurance, the PDS, policy wording or insurance documentation will take precedence.

The Client may not assign its rights or transfer obligations under these Terms and Conditions without the prior written consent of HWS.

26. Governing Law

These Terms and Conditions will be governed by the laws of New South Wales and the parties irrevocably submit unconditionally to the non-exclusive jurisdiction of the Courts of New South Wales and any courts which may hear appeals from those Courts.