BUTCHER, ROBINSON & STAPLES INTERNATIONAL LIMITED.

Terms of Business Arrangements

(With Producing Agent)

Terms of business Arrangements

1. The Scope of these Terms and Conditions

1.1 These Terms and Conditions shall apply to both insurance and reinsurance

transactions, and references to "insurance and Insurers” shall be read as “reinsurance” and "Reinsurers" where the subject-matter of our instructions is reinsurance.

2. Our Role

2.1 We are instructed by you to act as an intermediary in effecting insurance in

accordance with your instructions: in that capacity, we act as your agents and owe no independent duties either to your client or to Insurers.

3. Your Insurance Requirements

3.1 You will be responsible for taking the appropriate steps to seek such information

as is necessary about your client's circumstances and objectives to enable us to identify the insurance requirements and fulfil our obligations and responsibilities to you.

3.2 You will be responsible for providing us with all necessary information which

we have requested and any other information which we may not have requested but which you consider to be relevant to enable us to fulfill our obligations to you.

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4. The Duty of Disclosure

4.1 In order to enable us to obtain valid insurance on your behalf, it is your

obligation to provide us with sufficiently detailed, accurate and complete information to enable us to make full disclosure to the prospective Insurers of all circumstances which are material to the Proposed insurance. A "material circumstance” in this context is a fact, which might influence the Insurers either whether to underwrite the risk at all or the terms (including premium) upon which they are prepared to underwrite the risk. If full disclosure of material circumstances is not made to Insurers, they may be entitled not only to decline any subsequent claim, but also to avoid the policy with effect from inception, enabling them to recover any claims, which have already been paid. If you have any doubt as to whether something is material, you should discuss it with us.

4.2 All answers or statement given on a Proposal Form, Claim Form, or other

material document are your responsibility and you should always check with your client the accuracy of the information, which you provide to us. If there are other material circumstances (as defined above) which you think should be made known to prospective Insurers, but which have not been asked about on the Proposal Form, you should still advise us of such circumstances so that we may consider whether or not they should be disclosed, as failure to do so may still give insurers the right to decline any subsequent claim, or avoid the Policy with effect from inceptions even though they may not have raised questions about them on the Proposal Form.

4.3 This, duty of disclosure arises not only when the insurance is first taken out, but

also on each subsequent renewal or amendment of it. It is, accordingly, your obligation to remind your client of their disclosure obligations and to advise us on these occasions of any material change of circumstances since inception or the last renewal or amendment of the policy.

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Where the terms of the insurance require Insurers to be notified of any increase or alteration in the nature of the risk, it is your obligation to provide such information to us so that insurers can be notified in accordance with the requirements of the insurance.

5. Quotations

5.1 When giving you a quotation, we will have taken due care to ensure its accuracy

and, at the time of presenting it to you, we will have the reasonable belief that we can place the insurance at the quoted terms. However, there is no binding commitment on the part of the quoting Insurers to write the risk on those terms at that stage, and we cannot, therefore, be held responsible if, for whatever reason, the quoting Insurers decide to withdraw the quotation prior to our taking it up on your behalf.

6. Information about the Proposed Insurance

6.1 We shall assume that you understand the terms, scope and effect of the proposed

insurance unless you inform us to the contrary. We will expect you to explain to your client the key features of the insurance proposed, including the essential cover and benefits, any significant or unusual restrictions, exclusions, conditions, warranties or obligations and the period of the cover: this shall not be our responsibility, even in situations where we may have some direct contact with your client.

6.2 We are not qualified to advise you on legal interpretation of the policy, and if

you or your client are uncertain as to the legal effect or meaning of any of the terms of the insurance or the consequences of the breach of any of them, you or your client must take advice from a lawyer appropriately qualified to give that advice.

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7. Placement of the Insurance

7.1 We will take all reasonable steps to review the financial security, service

standards and stability of all Insurers recommended for use on the assurances, but we do not guarantee the continuing financial viability and solvency of any of the Insurers with whom the risk is placed.

7.2 Where we consider it to be appropriate, we may request another more localised

or specialist insurance broker or intermediary to act as our sub-agent to assist us in the placing of the insurance.

7.3 The broker acts for the party seeking insurance. Where a broker is authorised in

addition to provide a service for, or bind risks on behalf of, an insurer the concurrent duties are as contained in and limited to the specific role, terms conditions and limitations contained within Terms of Business Arrangements, Coverholders, Subscription or Agency Agreements between broker and insurer and / or Reinsurer which, notwithstanding, shall not conflict with the primary duty to the insured and / or reinsured.

8. Payment of Premium

8.1 In order for us to meet the premium payment terms of Insurers, premiums and

any duties or fees must be settled to us by the payment date(s) specified in our Debit Note. In certain circumstances, Insurers will stipulate special premium payment terms or warranties which, if not met, will give Insurers the right to

cancel the insurance contract with effect from inception. We will advise you when these circumstances arise. It must be your responsibility to make appropriate arrangements with your client to ensure that you are placed in funds in sufficient time to comply with our payment requirements.

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8.2 For the avoidance of doubt me have no obligation to fund any premiums, duties,

fees etc on your behalf; and have no responsibility for any loss which you or your client may suffer as a result of Insurers canceling the policy or taking any other prejudicial steps as a result of the late payment of such premiums, duties, fees etc if such delay is substantially attributable to you or your client.

9. Our Remuneration

9.1 We will be remunerated for arranging the insurance in the form of commission

or brokerage paid to us by the Insurers underwriting the insurance. This will be disclosed if required

9.2 In addition to such brokerage or commission, we may also be entitled to benefit

from:-

9.2.1 earnings which we are able to generate due to the weight of account

placed with certain Insurers and its underwriting performance, which

are not referable to any specific customer; and

9.2.2 earnings which we are able to generate through management of cash

balances held on behalf of Insurers and clients which are not referable

to any specific customer.

10. Confidentiality

10.1 Any information obtained from you by us will not be used or disclosed except

in the normal course of negotiating, maintaining or renewing insurance for you,

unless we have your consent to do otherwise, or disclosure is made by us

pursuant to regulatory and/or legal obligations which we have to disclose the Information.

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11. Documentation

11.1 Documents in our Possession which record the contract of insurance which you

have asked us to place (principally the slip and any policy wording) are, as a matter of law, your documents and we will pass them to any other broker in accordance with your instructions should you choose to terminate our appointment, subject to all monies due to us having been paid. For the avoidance of doubt, the ownership of working documents which we create in order to carry out your instructions remain our property, and hence will not be transferred in the event of any change of broker

12. Governing Law and Jurisdiction

12.1 As our services will be performed substantially in London, these Terms and

Conditions shall be construed in accordance with the Law of England and any

disputes between us shall be submitted to the exclusive jurisdiction of the

Commercial Court in London.

Signed on behalf of the Butcher Robinson & Staples International Limited

…………………………………………….. Dated …………………………….

Signed on behalf of ……………………………………………………………..

…………………………………………….. Dated …………………………….