Terms Of Business

General Terms

1.1. Resurgens Risk Management is an insurance and reinsurance consultant incorporated and headquartered in the state of Georgia.

1.2. Resurgens Risk Management is authorized and regulated by the state of Georgia Department of Insurance.

1.3. Our aim is to meet your insurance needs in the most effective and efficient manner. In fulfilling that objective, we will exercise the skill and care to be expected of a prudent and professional insurance broker in providing independent advice, placing insurance business and collecting premiums. Our dealings with you will be open and fair, and will be conducted at the highest standard of care and integrity.

1.4 This document sets out the terms upon which Resurgens Risk Management agrees to act for you and is intended to have contractual effect between us. Please, therefore, read the document carefully. If you instruct us to act on your behalf at any point in time, these terms will define our respective obligations in the absence of any written arbitration to them, or the existence of any other written agreement between us.

1.5 . In order to avoid repetition of words used in this document, the term “Insurance” includes reinsurance and other risk transfer products and the term “Insurers” includes any insurer, reinsurer or other category of risk bearer, as appropriate to your requirements.

Complete Information

2.1. We will rely on you to provide such information about your circumstances and objectives as might reasonably be expected to be relevant to enable us to place insurance and to meet those requirements.

2.2. It is your responsibility to ensure that the information provided by you, including in any application form, is accurate and discloses all ‘material facts’. Material facts are those which would influence any prudent underwriter’s decision as to whether to underwrite the policy or the terms and conditions to impose.

2.3. Failure to disclose material facts or circumstances known to you (or which ought to be known to you) may invalidate the cover in whole or in part or enable insurers to repudiate liability to pay claims. The duty to disclose continues during the policy period and any subsequent renewal. Any such changes to material information must be notified as quickly as is reasonable.

2.4. The terms and conditions of any policy of insurance may also contain express disclosure conditions or warranties which must be strictly complied with.

2.5. If you are in any doubt as to whether information is material, you should disclose it.

Scope of Insurance Service

3.1. We will take diligent and timely steps to implement your instructions and we will carry out a fair analysis of the market in order to place insurance at the best available terms and price. Where our search for a product to meet your requirements has indicated a more limited number of insurers, we will inform you. If you consider it to be in your best interests, we may, in appropriate circumstances, seek a quotation from the Underwriting Division of Resurgens Risk Management, which has underwriting authority for certain underwriters in respect of certain classes.

3.2. When we put up insurers’ terms to you, we will ensure that they are accurately presented, but we cannot guarantee that the insurers will ultimately write the risk on those terms of service under some various state of laws.

Binding Requirements

4.1. We will only place insurance with Insurers who satisfy certain minimum criteria assessed by the leading rating agencies. While the information upon which we rely is obtained from sources considered to be reliable, and we use all reasonable resources to review accurately that information in order to protect the interests of our clients, predictability of solvency cannot be, and is not, guaranteed by us. The financial standing of any Insurer can, of course, change after the insurance contract has incepted. We do not guarantee the ongoing ability of any insurer to meet their contractualobligations.

4.2. When we have bound cover, we will notify you in writing to that effect, and confirm the names of the insurers with whom insurance been placed.

4.3. You should not assume that any cover has been placed, or any amendment agreed to (even if the intended inception date has passed), unless and until you have received written confirmation from us to that effect. In the event that the complete placement of a risk takes place over a number ofdays, we shall attempt to report to you from time to time on the exact status of the placement.

Contract Term

5.1. We will provide to you in writing, in a timely manner, confirmation of (1) the terms of the insurance contract we have arranged and (2) the Insurer(s) with whom it has been placed. Which confirmation may, according to the type of business placed, be in the form of a Broker Insurance Agreement Document prepared by us as your agent, or a certificate, policy f insurance or insurer contract, all documentation issued by or on behalf of the Insurer(s).

5.2. You should check the evidence of cover and satisfy yourself that it is entirely in accordance with your understanding and instructions; your review should include checking that use of the Insurers(s) is acceptable according to local taxation and permitted by the relevant regulatory authorities. Anything at variance with your understanding and instructions should be advised to us immediately and any correspondence should quote our insurance reference.

5.3. Any amendments to the insurance contract will be confirmed by the issue of an ‘Addendum to the Broker Insurance Document’ or endorsement to the certificate, policy of insurance or insurer contractual documentation, as appropriate, unless such amendment is reflected within the documentation already issued. A debit or credit note will also be issued where the amendment results in a change in premium.

5.4 Evidence of Cover documents are important documents and you should secure them, and any amendments to them in a safe place, since claims may arise under insurance contracts long after their expiration date.

Payment Terms

6.1. In order for us to meet the premium payment terms of the Insurers, premiums must be settled to us by the payment date(s) which we will notify to you.

6.2. In certain circumstances. Insurers may stipulate special premium payment terms or warranties which, if not strictly met, may result in the cover being cancelled with immediate effect.

6.3. The terms may also contain a “Broker’s Cancellation Clause” which gives us an independent right enabling us to cancel the policy if there has been any breach of the payment terms.

6.4. You are responsible for paying promptly without deduction (even if there may be claims due on the account in question or other accounts) all of our invoices for premiums, duties, fees and the like due and payable to us to make the necessary payments to Insurers in respect of your circumstances. For the avoidance of doubt, we have no obligation to fund any such monies on your behalf; and have no responsibility for any loss which may be suffered as a result of Insurers cancelling the policy or taking any other prejudicial steps as a result of the late payment of any monies due, if such delay is substantially attributable to you or your client.

Trusts and Client Funds

7.1. Georgia law permits us to hold all client monies in a trust for the purpose of protecting the client in the event of our financial failure since, in such a circumstance, our general creditors should not be able to make claims on client money as it will not form part of our assets.

7.2. We will hold client monies in a Trust in accordance with state and federal law. Under these arrangements, we assume responsibility for such monies as follows:

7.2.1. Use of such monies to cross-fund clients’ premiums and claims. However, we are not entitled to use client monies to pay ourselves commissions before we receive the relevant premium from the client;

7.2.2. Arrange to hold separately permitted designated investments with a value at least equivalent to the money that would otherwise have been paid into a separate client account. If we do this, we will be responsible for meeting any shortfall in our client money funds which is attributable to falls in the market value of those investments.

7.2.3. Retain for our own use, any interest earned on client money held by us and any investment returns on any segregated designated investments.

Conflicts of Interest

8.1. As your agent we will always act in your best interests. If any circumstance arises where there is a potential for there to be a conflict of interest between you and RRM or any agent or affiliate, we will always resolve the matter in your favor. In any instance, you will be informed of such conflict and any action taken.

Prohibitions

9.1. Resurgens Risk Management has a strict prohibition on any and all activities that are unethical and illegal. Accordingly, we have no tolerance for corruption, funds misappropriation or money laundering in any form whatsoever. This policy extends throughout the company to all of its dealings with any agent, affiliate, prospect or client. Our anti-money laundering program and compliance program is constantly updated to remain in line with changes in the law, changes in our business and our operational demands. All RRM personnel and associates are required to comply strictly with this policy.

Confidentiality

10.1. Information which you pass to us will be treated in strict confidence and will only be disclosed for the purpose of negotiating, maintaining or renewing the insurance which we have been in instructed to place, unless you have consented otherwise.

10.2. Resurgens Risk Management agrees that it shall not use any such confidential information except in connection with the performance of its services under this Agreement and that it shall not disclose such confidential information to third parties (whilst such information remains confidential and is not within the public domain).

10.3. Disclosure may also be made to our regulator to fulfill its regulatory function: or when: we are otherwise legally obliged to disclose the information.

10.4. We may disclose such confidential information as may be required under any applicable law or directive to disclose such confidential information or pursuant to any order of any court of competent jurisdiction or governmental / regulatory authority.

Complaints

11.1. If at any time, you have a complaint regarding a contract of insurance or our service, you should, in the first instance, contact Resurgens Risk Management’ Compliance Manager by telephone or by

emailing compliance@rrmgt.com and quoting the relevant policy number.

11.2 If possible, we will rectify the problem immediately. If we are unable to deal with the problem immediately, your complaint will be dealt with as outlined:

11.2.1. Your complaint will be acknowledged, in writing, within 48 hours. We will tell you who will be dealing with your complaint and how long it should take to provide a final response. If we are unable to respond with a final response within the slated timeframe, we will keep you informed of the situation.

11.3 We shall not be liable for any delay or non-performance of our obligations under these Terms of Business, if the delay or nonperformance is caused by an event beyond our control (a “Force Majeure Event”). In the event of a Force Majeure arising we will notify you as soon as reasonably practicable.

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