1.1 These General Terms and Conditions (“GT&C”) are used by Navigator Insurance Consultants N.V. (“NIC”, “we”, “us”, “our”), having its registered office is at Prof. Kernkampweg 1 Willemstad, Curacao, and registered in the Trade Registry of the Chamber of Commerce in Curacao under number 144248.
1.2 We are an independent Insurance Broker and Agent regulated by the Central Bank of Curacao and St Maarten. Our license number is 144249 and further details can be obtained from the Curacao Chamber of Commerce.
1.3 In these GT&C any reference to a “client” or “clients” or “you” means any contractual counterparty of NIC.
1.4 Please note that references to “insurance” and “insurers” in this Agreement include “reinsurance” and “reinsurers”.
1.5 Please note that where you act in the capacity of an insurance intermediary to us, reference to “you” in this Agreement will include “you acting on your client’s behalf.
1.6 Where this agreement applies to you in your capacity as an insurance intermediary to us, you will maintain your authorization to act as an insurance intermediary at all times during the course of our relationship, in accordance with the relevant legislation in the territory(ies) in which you operate.
2 Applicability, battle of forms
2.1 These general terms and conditions apply to all our offers, quotations and acceptances thereof and / or by agreements concluded by us with you under which we undertake to deliver services or the performance of an assignment and are also stipulated for the benefit of the shareholders, managing directors and employees of NIC.
2.2 Any purchase or other (general) terms and/ or conditions of a client are not applicable, unless explicitly accepted by us in writing.
2.3 By initialing and signing or by giving your confirmation of acceptance of these GT&C in any other way, you confirm that these GT&C have been duly provided to you by us and that you are aware of the terms and conditions set out herein.
3 Our Services
3.1 We provide the following services (the “Services”) on the terms set out herein:
arranging Insurance cover for you;
where requested, advising you on your insurance cover;
supplying appropriate insurance documentation;
assisting you with claims for the duration of your insurance contract; and
acting as your agent.
3.2 We do not offer advice on legal, accounting, financial or regulatory matters.
3.3 When you instruct us to arrange or advise on insurance cover for you, the scope of the market review we will conduct will be provided to you. You have the right to request the name of each insurer with which we conduct business. We will not usually carry out a wider market review unless you ask us to. If you wish to place insurance with an insurer with whom we would not normally transact business, then we may require you to give us a written instruction to that effect.
3.4 As an independent insurance intermediary we act as your agent. However, in certain circumstances we may act for and owe duties of care to other (third) parties. We will advise you when these circumstances occur, so you will be aware of any possible conflict of interest. If our interests’ conflict with a duty we owe to you, we shall refrain from taking any action until we have received your informed consent to our intended course of action.
3.5 For some types of insurance it is possible to make a claim long after its expiry date and therefore we recommend that you retain copies of all of your Insurance documents safely for us to provide you with our Services to the best of our abilities.
3.6 Offers and rates of NIC are, unless expressly stated otherwise indicated without obligation and subject to acceptance by the insurer.
3.7 Agreements for Services between you and NIC only lead to best efforts obligations (in Dutch: inspanningsverbintenissen) of NIC and not in any obligation of results (in Dutch: resultaatsverbintenissen).
3.8 An agreement is deemed to have been concluded when NIC has accepted the assignment/ agreement in writing or has started with providing its Services. NIC may cancel assignments and/ or agreements and/ or stop providing its Services at any time without having to provide any reason, in any event, but not limited to, non-payment by the client either to NIC and/ or the Insurer or other (third) parties.
3.9 In the exercise of its Services NIC is permitted to obtain the services of third parties, also on your behalf, if NIC deems so necessary.
4.1 Claims notifications. You must notify us as immediately, without any delay, or in any event as soon as reasonably possible, of any circumstance, loss, claim or circumstance which falls within the notification provisions of your insurance contract. Failure to notify insurer(s) promptly may entitle them to reject your claim. You should not admit liability or agree to any course of action, other than emergency measures carried out to minimize the loss, or in the interests of health and safety, until you have obtained the written approval thereto from your insurer.
4.2 Claims procedures. Unless otherwise instructed, we will act as your representative in negotiations with insurers and will endeavor to ensure prompt and equitable settlement of all valid claims. You should be aware that we may perform a limited service for
insurer(s) by relaying instructions, disseminating reports and collecting fees or other disbursements, for insurer(s)’ advisors (e.g. surveyors, adjusters and lawyers) where we consider this does not create a conflict of interest. If we consider a conflict of
interest may arise, we will refrain from performing any (further) services for insurer(s), unless you otherwise agree in writing. In the event that an insurer delays making settlement of a claim for any reason, we do not accept liability to pay such amounts, until and unless the insurer has paid the claim to us in cleared funds.
5. Contracting with Insurers
5.1 Although we regularly check, insofar as possible, the financial standing and regulatory status of any insurers with whom we place insurance (most usually by considering the guidance provided by the rating agencies and regulators established for that purpose) it is your responsibility to satisfy yourself that any Insurer with whom we may seek to arrange insurance on your behalf is acceptable to you.
5.2 We are not contractually obliged to use a particular Insurer or a limited number of Insurers. We do not guarantee the solvency or continuing solvency of any insurer. In particular, you should be aware that the financial position of an insurer can change once your insurance has been placed with them and this may have an effect long after your insurance has expired if you have outstanding claims with them. A list of insurers we select from or deal with in relation to any insurance contract or product we offer or arrange is available to you on request.
5.3 Where we consider it appropriate, we may engage the services of another intermediary (including other subsidiary and associated companies of NIC) to act as our agent and assist us in the placement of your insurance contract. In such cases, we will provide specific instructions to such intermediaries so as to meet your insurance requirements. Please note that these intermediaries may be remunerated separately, such as by a fee and or commission.
5.4 We will produce written evidence (confirmation of cover) of Insurance arranged or placed. This document will be followed by a signed and or issued policy by the respective insurance company(ies).
6. Your Responsibilities/Duty of Disclosure
6.1 In order for us to fulfill our responsibilities to you, you must:
Confirm all instructions to us in writing;
Read the documentation we send you and let us know if there is anything that is unclear or that does not represent your requirements;
Comply with the terms and conditions of any Insurance cover that we arrange for you, including those that specify:
A date by which premium must be received by insurers
When you must notify a loss, claim or circumstances that might give rise to a claim
Provide information that we request in a timely manner;
Act with utmost good faith in your dealings with your Insurers including whilst dealing with them through us;
Disclose to the Insurer all information concerning the subject of this Insurance which they may be expected to consider important when deciding whether to write this cover and on what terms. This information should be disclosed before your cover is placed, when it is renewed and any time that it is varied. Your policy wording may also provide that information should continue to be disclosed for the duration of the policy. If you are in any doubt about whether something is likely to be considered important we recommend that it is disclosed. Failure to do so may prejudice your cover and any claims under it may not be paid; and
Complete any proposal form accurately and truthfully.
6.2 It is your responsibility to check the documentation we send you in relation to each Insurance contract and satisfy yourself that it is entirely in accordance with your understanding and instructions. You should advise us promptly of any incorrect points or changes required. Otherwise, we will assume that the documentation and Insurance contract satisfy your requirements. We can only agree to bind an Insurance contract on your behalf upon receipt of formal written instructions from you. It is important that you keep your Insurance documents safe.
7. Payment terms
7.1 In order for us to meet an Insurer’s premium payment terms, premiums must be settled to us by the payment date(s) specified in our debit note. Our debit note (or equivalent document) will show the premium, any fee due to us and, where relevant, any Insurance premium tax, duty or other charge which needs to be remitted to the appropriate authorities by Insurers, or which is allowed by Insurers to be deducted from the premium payable. If a tax, duty or other charge becomes payable as a result of the Insurance contract and is in excess of the gross premium or allowed to be deducted by you from the premium payable, it is your responsibility to ensure that it is remitted to the appropriate authority(ies). If premium payment terms will not bet met, this may affect the validity of the Insurance contract. We are not under any obligation to settle the premium by the payment date(s) to Insurer(s) on your behalf until we have received cleared funds from you by the relevant due date.
7.2 If you as a client pay the insurance premiums yourself directly to the Insurer, you yourself need to ensure your compliance with the payment terms and due dates. NIC will not send you payment reminders or other forms of communication relating to your payment obligations towards the Insurer.
7.3 We issue Statements of Account periodically, upon request, if there are monies due to be paid by you.
7.4 All payments should be made to us in the currency as indicated on the debit note or statement and wherever possible, by electronic transfer. Bank account details will be advised to you.
7.5 Client money is any money that we receive and hold in the course of arranging or administering insurance on your behalf. We may transfer client money to another person, such as another broker or settlement agent, for the purpose of effecting a transaction on your behalf. Where we act as agent of an insurer for the purposes of holding or receiving claim payments or returning premiums, we will remit them to such parties as the insurer directs
us to pay. We may otherwise only pay client money to you or your duly authorized representative if we have your specific instruction or consent.
8.1 We strive to do everything to ensure that you receive the best possible service. However, if you wish to make a complaint about our service you may do so by contacting our Mr. Mike de Koning:
Address: Prof Kernkampweg 1, Willemstad, Curacao Office phone number + 5999 7367022
Mobile phone number + 5999 568-2605
He will investigate all circumstances and provide a response as soon as practicable.
9 Confidentiality and Data Protection
9.1 Parties undertake towards eachother to treat and keep all information received from the other party confidential.
9.2 All your personal data will be treated as private and confidential, unless we are obligated to provide your information by law, court order and/ or administrative order. We will, however, use, provide and disclose the information we have about you in providing our Services, such as, but not limited to, the course of arranging, placing and administering your Insurance cover and by accepting these GT&C evidenced by your signature, you hereby give us your approval to do so. If you have supplied us with personal information relating to a third party, you must make them aware of how we use it as this is the only basis on which we can accept it from you.
10.1 Our usual remuneration is either by way of brokerage (also known as commission), being a percentage of the premium charged by Insurers in respect of the Insurance contract arranged by us, or a fee which is agreed in advance with you for the services provided
by us, or a combination of both.
10.2 We may charge other fees for the production of policies or duplicate documents.
In addition to brokerage or fee, we may be remunerated, by the payment of profit commissions, profit shares, service fees and commissions by Insurers in respect of a specified portfolio of business, usually placed under a delegated authority.
10.3 It may, at times, be appropriate (and for the assureds’ benefit) for us to use other parties such as wholesale brokers, excess and surplus lines brokers, underwriting managers, managing general agents or reinsurance intermediaries that could be third-party brokers but also NIC group parties. These parties may also earn and retain commissions for their role in providing products and services for you in addition to the brokerage fee charged for their services.
11 Financial Crime
11.1 We are obliged to conduct reasonable due diligence to protect us and our clients against the risk of financial crime. At the start and throughout our relationship, we will require you to provide evidence to assist us in verifying your and your client’s identity and/or legitimacy of any transactions we conduct on your and/or your client’s behalf.
11.2 We are obliged to report evidence or suspicion of financial crime to the relevant authorities at the earliest reasonable opportunity and may be prohibited from disclosing any such report to you and/or your client.
11.3 We shall not provide brokerage services or pay any claim or provide any benefit under this agreement with any client that is the subject of any trade and economic sanctions or embargos adopted and/or enforced by a relevant economic sanctions and embargo control authority across the world (collectively referred to herein as "Sanctions"), nor shall we provide services to any client that is located, organized or resident in a country or territory that is the subject of comprehensive country Sanctions, including, without limitation, Iran, Crimean region of Ukraine and North Korea or any other country subject to comprehensive country Sanctions as may be adopted and enforced from time to time. We will also be unable to provide brokerage services within any country or territory which is the subject of any targeted or transactional country Sanctions, including, without limitation, Syria, Cuba, Venezuela, Russia or any other country where such Sanctions may be adopted and enforced from time to time. The insurer may not be deemed to provide cover and may not be liable to pay any claim or provide any benefit under your insurance contract insofar as the provision of such cover, payment or claim may expose the insurer or its related companies to any prohibition or restriction under the Sanctions. If Sanctions apply, we shall not be able to process already notified claims and your insurer may terminate your insurance contract, and not pay any notified claims. If you become subject to Sanctions after the entry into force of this agreement, we may have to terminate our relationship and your insurer may invoke its cancellation rights under your insurance contract. The parties to this Agreement shall notify each other immediately of any suspicion of exposure to Sanctions.
12 Limitation of Liability
12.1 Any liability, contractual or non-contractual, of NIC as well as its directors, employees and the persons engaged by NIC in the execution of its Services are limited to the amounts under the professional liability insurance of NIC.
12.2 In the event that the professional liability insurance of NIC does not provide cover in a specific case, the liability, contractually and non-contractually, of NIC, her directors, employees and persons engaged by NIC in the execution of its Services, will be limited to a maximum of the total value of the Service under which liability of NIC has arisen or to the amount of the premium charged by the Insurer.
12.3 The Services are exclusively provided to you as client. Third parties cannot derive any rights from the Services provided to you as client.
12.4 NIC is never liable for damage incurred by the client or third parties as a result of improper or untimely provided information by the client.
12.5 NIC is never liable for any damage occurred as a malfunction of software used by NIC in the execution of its Services, unless such damage can be recovered from the supplier of the software which malfunctioned.
12.6 NIC shall not be liable to you for loss of or corruption of data, loss of profit, loss of anticipated savings, loss of business, loss of opportunity, depletion of goodwill, additional operational and administrative costs and expenses, the cost of procuring replacement goods or services, any punitive or exemplary damages or any indirect or consequential loss or damage.
13. Force majeure
13.1 NIC is not obligated to fulfill any obligation towards the client if this is reasonably not possible for NIC due to unforeseen circumstances.
13.2 A shortcoming in the fulfillment of an obligation by NIC towards a client is not attributable to NIC if this is due to an event of default and/ or shortcoming by its suppliers, subcontractors and/ or other engaged third parties, or in the event of fire, strike or exclusion, riots, war, government measures, pandemics, natural or environmental circumstances or other circumstances that count as force majeure.
14. Third Party Rights
14.1 Other than where it is contemplated elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under or in connection with it.
15.1 This Agreement is drafted in English. If this Agreement is translated into any other language, the English text shall prevail.
15.2 Any notice given under or in connection with this Agreement shall be in English. All other documents provided under or in connection with this Agreement shall be in English or accompanied by a certified English translation. If such document is translated into any other language, the English text shall prevail.
16 Jurisdiction and Choice of Law
16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Curacao.
16.2 We both irrevocably agree that the courts of Curacao shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
17 Loss of rights
17.1 All rights and/ or actions of the client towards NIC in connection the Services shall lapse after a period of 5 years after the date that the client became aware of such rights and/ or actions.
18 Amendments and changes
18.1 Deviations of and/ or additions to these GT&C are only legally binding and valid if and insofar as these are in writing between NIC and the client.
18.2 If any clause of these GT&C should prove to be invalid, only the relevant clause shall be inapplicable, and all other clauses shall remain in full force and effect.
19 Termination in respect of insurance intermediaries
19.1 Subject to the following provisions, this Agreement shall remain in force for an indefinite term. Either party may terminate this Agreement at any time by providing 30 days’ written notice.
19.2 In the event that our services are terminated by you, we will be entitled to receive any remuneration earned or payable at that date, including by set-off or otherwise. Remuneration earned or payable to us at that date shall include brokerage due or to become due on further instalments of premium and any further instalments of fees which were to become payable.
19.3 This Agreement will terminate immediately if either party:
commits a material breach of this Agreement; or
ceases to trade or threatens to cease to trade; or
becomes insolvent or is subject to any administration, receivership, winding up or similar procedure.
19.4 We reserve the right not to continue to provide any services to you, including claims handling, after the date of termination of this Agreement in the absence of a specific written Agreement between us and can agree an appropriate remuneration. We shall transfer all of your files to you or another party nominated by you unless you request us to continue certain work as agreed between us and have agreed an appropriate remuneration.