Terms of Business Agreement

We, Newstate Stenhouse Limited (hereinafter referred as “we”, “us”, “our”, “ours” and “ourselves”) are registered broker in Hong Kong since 1975, licensed and regulated by Hong Kong Insurance Authority under (FB1001).

PURPOSE

This Terms of Business Agreement (hereinafter referred as “TOBA”) is to establish the basis of our relationship with you, as a client, on which we and our claim correspondent act as agent for and on your behalf. This TOBA applies to all transactions with us. Your instruction to us to act, incept/renew insurance contract and/or your insurance payment in whole or in part to us/insurers will be deemed as your agreement of binding by the provisions of this TOBA.

You should read this TOBA carefully and contact us if there is anything you want to clarify or disagree.

This TOBA takes effect from 1 January, 2026 supersedes and replaces any of our previous TOBA.

DEFINITIONS

“insurance” includes contracts of surety or guarantee and other risk transfer products.

“insurers” includes any insurer, co-insurer, reinsurer or other category of risk bearer.

“claim” includes an incident which may give rise to a claim, as appropriate to your insurance contract.

YOUR REFERRER

Your referrer includes those who approaches and provides us with your personal information, medical and insurance details/particulars and requests us to quote for your insurance matters. Your referrer is deemed to act as your agent, representative and courier for and on your behalf. You are deemed to have been informed by your referrer about your rights under the Personal Data (Privacy) Ordinance. You are deemed to have given your consent, instruction, authority and power to your referrer to disclose, provide and receive your personal data, medical and insurance details/particulars to/from us/insurers; and to receive a referral fee from us as a result of incepting/renewing your insurance contract arranged by us with full insurance premium paid by you.

Your referrer does NOT represent us and is NOT allowed by laws and regulations to give any insurance suggestions/advices or involve in our arrangement/placement of insurance for you; to invite/induce or attempt to invite/induce, to offer, provide or to pay any remuneration/reward to you for the purpose of suggesting, facilitating, promoting or inducing you to enter into an insurance contract through us; or to accept insurance premium from you or in his trust. You should pay us insurance premium directly. Insurance premium paid to or through your referrer is NOT deemed to have been paid to or received by us. Your liability to pay premium is deemed to have been discharged only upon your payment is cashed to us.

We accept NO responsibility and disclaim any liabilities including but NOT limited to acts, behaviors, representation, insurance suggestions/advices and arrangements and dealings of your referrer in relation to your insurance matter referred to us.

YOUR PARTICULAR/DETAILS PROVIDED AND/OR APPLICATION/PROPOSAL FORM

For certain classes of insurance, you may be required to complete an application/ proposal form. We shall provide you with guidance if necessary but we are NOT able to complete and sign the application/proposal form for you.

YOUR UNDERSTANDING, ACKNOWLEDGEMENT, AGREEMENT AND DECLARATION

By providing your personal information, medical and insurance particulars/details to us/insurers, you understand, acknowledge, agree and declare that:

  1. The particulars/details and/or the application/proposal form and declaration voluntarily provided are true, accurate and complete and are given to the best of your knowledge and belief. You have NOT withheld any material information and accept that the particulars/details and/or application/ proposal form and declaration provided shall form the basis of the insurance contract between the insurers and you. Insurers propose term, accept risk and issue insurance contract based on your representation. You hereby acknowledge and agree that failure to provide/update true and accurate answers or failure to inform insurers of all material information or conceal or misrepresent any material fact or circumstance about your application may render the insurers unable to accept or process your application or void the entire insurance contract and claim(s) eventually.
  2. Insurance quotation/renewal notice and specimen of insurance contract form as a whole offer. You are obliged to check it carefully, assure its correctness and your understanding of the offer and clarify query, if any, or disagree before accepting the offer.
  3. Coverage of your insurance shall take effect from the effective date to the end date of your insurance contract subject to full payment of the required premium on time.
  4. Where you are NOT the Insured person, you have obtained the authorization from the Insured person to provide the information required and to deal with and receive or request information concerning the Insured person to/from us/insurers in relation to any matter arising from the application. You further acknowledge that the Insured person has been explicitly informed and agreed that his/her personal data will be transferred to us/insurers for the purpose of the application and has been informed of his/her rights under the Personal Data (Privacy) Ordinance.
  5. Where the applicant is a body corporate, you are the authorized personal signing on behalf of the applicant and you further confirm to us/insurers that you are authorized to do so.
  6. You have read, understood and accepted the Personal Information Collection Statement (PICS) that we/insurers intend to use your Personal Data in accordance to PICS. If you do NOT agree us/ insurers intended use of your Personal Data, please exercise your right to opt-out. 
  7. You understand, acknowledge and agree that as a result of instructing us to act, arrange/renew your insurance contract, paying premium in whole or in part by you and issuing insurance contract by the insurers, it shall constitute your consent or permission to the insurers to pay remuneration to us during the continuance of the insurance contract including renewal; to the receipt of the remuneration by us from the Insurers which we shall/may share with a third party, insurance intermediate; to us to pay a referral fee to your referrer as a consequence and to your referrer to receive referral fee from us (where your referrer is involved) in relation to your insurance contract underwritten by the Insurers with full insurance premium paid by you. 

You understand and agreed that the above agreement is necessary for us/insurers to process your application. Please do let us know before we/insurers processing your application if you do NOT agree or otherwise.

YOUR SIGNATURE

You agree that the signature appears on your application/ proposal form, declaration, appointment letter and relevant document are deemed to be your true signature.

YOUR CONTACT DETAILS

We keep a record of contact details of individuals at your business or working on behalf of your business whom we may contact in order to carry out your instruction.

Your contact details (including e-mail address, address and telephone numbers) which provided to us by you, or through your referrer, are deemed to be the point of contact. We shall communicate with you by e-mail primarily (or by other communication means, or by post if upon request). Delivery of insurance document to your last known contact details is deemed to be delivered to you on the date.

It is your responsibility and duty to update us/insurer of any changes. Your new contact details given to or through your referrer is NOT deemed to have been given to or received by us. We shall endeavour to confirm you upon our receipt of your new contact details.

We disclaim any liability or consequence arising from, in connection with or as a result of your failure to and/or late in updating us (or through your referrer), about your new contact details either by e-mail, electronic communication means and/or by post. It is your (NOT our) responsibility and duty to assure proper delivery of your new contact details to and receipt by us in time.

You may at any time contact us should you wish to amend any of the information we hold.

YOUR RESPONSIBILITIES & DUTIES, YOUR INSTRUCTION & ANY DETAILS PROVIDED TO/FROM US

We shall send all insurance matters to you by e-mail or electronic communication means sooner after we received it from your insurers. It is your (NOT our) responsibility and duty to review and confirm that it accurately reflects the insurance contract terms, restrictions, exclusions, conditions, precedent conditions and warranties that you require and inform us if otherwise, as failure to comply of which may invalidate your insurance coverage and claim(s).

Underinsurance (Average). If the sum insured is less than the new replacement value/reconstruction cost/actual cash value/fair market price of the insured properties, you shall be considered as being your own insurer for the difference and shall bear of the loss of damage accordingly. It is your duty to assure/review the adequacy of all sums insured upon inception/renewal of your policies.

Conditons, precedent conditions & warranites. (whether state on this quotation slips/ cover note/ renewal notice or within the relevant contract wordings), non-compliance resulting breach of Conditons, precedent conditions and/or warranties may cause avoidance of claim payment and/or avoidance of contract by insurers according to insurance contract terms and conditons.

Renewal notice. We shall endeavor to send renewal notice to you if/when upon our receipt from your insurer. It is your (NOT our) responsibility and duty to mark renewal date of your insurance contract and request us for renewal notice if you have NOT received it 21 days before its expiration. It is NOT our responsibility or duty of care or fiduciary duty or duty of any kind to send renewal notice to you or remind you to renew your insurance contract in time.

It is your responsibility and duty to provide written instruction to us directly so that we can act upon, incept/renew your insurance contract in time. We shall take and act upon your (NOT your referrer) instruction. Your instruction and/or any details provided to or through your referrer is NOT deemed to have been provided to or received by us. We shall endeavor to confirm you upon our receipt of your instruction or any details. Shall we NOT receive your renewal instruction in time, your insurance contract will be lapsed as it is upon expiration and we are NOT obliged to remind/inform you of such.

We disclaim any liabilities, losses, consequences, events, or situations arising from, in connection with or as a result of your failure to/late in instructing us to act upon, incept/renew your insurance contract or process your personal, medical and insurance details/particular provided to us (or through your referrer) by any reasons or by any electronic communication means.

We shall NOT be responsible for any failure to advise or comment on any matter which falls outside the scope of our services.

For the avoidance of doubt, we have no responsibility for your general and longer-term risk management, personal concerns or commercial interests.

DISCLOSURE OF INFORMATION

Insurers are NOT obliged to make enquiries of you. You are ordinarily under a duty to make full disclosure of all material facts relating to the risk (all information which would influence the judgment of a prudent insurer in determining whether to underwrite the risk and if so upon what terms and at what premium) and fully and frankly respond to any requests for information made by insurers. Failure to make full disclosure of material facts may allow insurers to avoid liability for a particular claim or to void your insurance contract. Where applicable, this duty of disclosure applies equally during the insured period, at renewal and on taking out new insurance contract.

We shall NOT responsible for or shall be held or assumed to be responsible for or accept any responsibility and/or liabilities or consequences which may arise from, in connection with or as a result of any delay, inaccurate, or incomplete information, or any misrepresentation made by you, your dependent(s), employee, representatives or referrer. All information which is material to the coverage requirements or which might influence insurers in deciding to accept your application, finalizing the terms to apply and/or the cost of cover and any subsequent changes in your circumstance that may affect the services to be provided by insurer or providing the cover under your insurance contract must be disclosed.

We/insurer shall proceed on the basis of the factual information you provided to us/insurers and you are obliged to tell u/insurers immediately before and during the continuance of insurance contract if anything occurs rendering any information previously given to us/insurers incorrect, inaccurate, incomplete or not updated. Insurer reserves the right to revise their offer as appropriate or avoid the insurance contract.

PAYMENT OF PREMIUM

You are responsible for insurance premium and any applicable taxes, duties, levies, or charges. You should pay insurance premium on time according to your insurance contract or your insurers reserve the right to terminate your insurance contract or make it null and void for non-payment of premiums without notice. We are under no obligation to pay, or remind you to pay, insurance premium to insurers on your behalf or under no representation to you as to your liability or otherwise in respect of your insurance contract.

PROVISION OF INFORMATION

All activities undertaken by us as outlined in this agreement are for your exclusive use and all data, recommendations, proposals, reports and other information provided by us in connection with our services are for your sole use. You agree NOT to permit access by any third party to this information without our express written permission. We reserve our right to take action to protect our proprietary information.

CLAIM NOTIFICATION, ASSESSMENT AND YOUR RESPONSIBILITIES IN HANDLING CLAIM

It is your responsibility and duty to notify us or our claim correspondent about incident(s) or potential circumstance(s) that may give rise to a claim within the claim notification requirements as specified in your insurance contract and disclose all facts which are material and relevant to the claim. We shall confirm you of our receipt of such, undertake an assessment of that claim and notify insurers of the claim and manage your claim with all parties concerned.

For your interests and benefits, you should familiar and comply with the insurance coverage, terms, restrictions, exclusions, conditions, preceding conditions, warranties, claim notification requirements and your responsibilities in handling claim. Failure to adhere to the claim notification requirements and in time, breach of insurance terms or prejudice insurer’s rights, as set out in the insurance contract or other coverage document, may entitle insurers to deny your claim.

NO ADMISSION OF LIABILITY, SURRENDER OR WAIVER OF ANY RIGHT OF CONTRIBUTION OR INDEMNITY

You must NOT compromise any claim, reach settlement agreement or admit liability until and unless you have obtained written consent from the Insurers to do so. Should you admit liability without consent of the insurers or agree settlement with the person who would be liable to compensate you or hold you the person harmless for part or all of any losses or damages otherwise recoverable by the insurance contract either before or after the inception of the insurance contract, you are then NOT covered under the insurance contract for any such losses or damages.

CONTRACT AFFECTING RIGHTS OF SUBROGATION

If a proposed contract or agreement includes a provision which excludes or limits the your/Insurer’s rights/liability or to recover damages from a third party in respect of that loss, signing any such contract or agreement may place your indemnity under insurance contract at risk.

OUR CODE OF CONDUCT

We are obliged to know your insurance needs and strive to act in your best interests at all times in providing professional and impartial advice according to the relevant authority’s Codes of Conduct.

We adhere to and comply with all applicable laws, ordinances, rules, regulations, guidance and accounting standards in our activities.

OUR SERVICES

We access, provide insurance advice to your insurance requirements, arrange and administrate your insurance; give consultation to manage your risk; submit, negotiate, resolve and manage claim with insurers and all relevant parties and collect claim settlements from insurers for and in accordance with your instructions.

We do NOT offer advice in relation to tax, accounting, regulatory (including FATCA, Sanctions, Financial Sanctions) or legal matters and you should seek for professional advice for such matters, if necessary.

OUR REMUNERATION AND OTHER INCOMES

We are remunerated for our services by Insurers. Our service fees, remuneration and arrangement with insurers are included in the insurance quote. We may also receive additional fees, expenses, allowances, remunerations, commissions, bonus and/or shares from insurers arising from arranging, co-broking, reinsuring, administrating insurance contract and handling claim of our overall business and services.

In the ordinary course of business, we may receive bank interest on insurers and client monies before settling to those due to receive them. We shall retain that bank interest, if any.

ADDITIONAL CHARGES

We reserve the right to charge you for certain administrative services we undertake on your behalf, including but NOT limited to:

  1. issue/reissue and/or production/reproduction hard copy of your insurance contract/document.
  2. post/courier your insurance contract/document including medical card, doctor receipt and the like which you request

ACCESSING, ADVISING, ARRANGING AND ADMINISTRATING YOUR INSURANCE

We shall inform and discuss with you about the offers proposed by insurers, provide insurance advice and recommendations to enable you to make an informed decision appropriate for your particular circumstance and financial position. We shall NOT however responsible for or shall we be held or assumed to be responsible for or accept responsibility and/or liability for the consequences of your decision, instruction, or any acts/actions of third parties/your referrer or the effectiveness or completeness of your insurance contract or for any acts or omissions occurred. We shall act upon your instruction to incept, renew, extend, amend and cancel insurance contract on your behalf and send e-mail/electronic communication means to you (and to your referrer, if any) with any quotation, notice, insurance contract, endorsement, invoice and subsequently renewal notice. You should check to ensure that the details of insurance contract match with your instructions and advise us if otherwise.

We may use other local or overseas insurance intermediaries to act on our behalf to arrange insurance if we consider it is appropriate and to your benefit but remain responsible for the services which we and the insurance intermediaries provide.

We shall discuss your insurance needs/requirements with you, gather and collate your personal information, relevant material, risk information, affordability and suitability assessment from you , or through your referrer, and get quotes from insurers on your behalf.

SELECTION & SECURITY OF INSURERS

We use our best endeavors to assess and recommend insurers based on their financial standing, product coverage, knowledge, know-how of the relevant market sector and claim experience and services publicly available.

We shall NOT responsible for or shall we be held or assumed to be responsible for or accept responsibility and/or liability for financial standing of the insurers proposed or guarantee or otherwise warranty, before and during the continuance of your insurance contract, the insurers obligation in the event that they are unable for whatever reason to meet their obligations to you. As a consequence, the choice and decision regarding the suitability of any insurers is rested with you. We accept no responsibility and disclaim any liabilities arising from, in connection with or as result of your choice and decision.

QUOTATION

We do NOT guarantee or otherwise warranty rate indication/premiums quoted by insurers. All quotations are provided by insurers and subject to subsequent acceptance by insurers, unless otherwise stated, all rate indication/ premium quoted includes our service fees, remuneration and arrangement with insurers with insurers where applicable.

Quotation made is based on the understanding that there will be no deterioration in the claim(s) between application/revision date and inception/renewal date. Insurers have the rights to revise/rescind quotation made if new claim occurred in between.

CLAIM

We and our claim correspondent shall provide claim services for the period of our appointment. Our claim services last until such time that you deal claim with insurers directly, notify us in writing in accordance with this TOBA that you have instructed another entity to assume or take over our claims services or cancel/terminate our appointment to act as your agent or until your insurers notify us another entity is appointed by you (whichever comes first).

Subject to mutual written agreement of the parties and separate fees, we and our claim correspondent can continue our claim services thereafter with insurers and relevant party(ies) for you. In any circumstances, we and our claim correspondent shall NOT and can NOT take over the conduct of your claim or guarantee or otherwise warranty claim result.

Claim may become unenforceable by way of legal proceedings if they are NOT pursued by legal proceedings in time. It is your (NOT our) responsibility and duty to observe, monitor and commence legal proceedings within the relevant limitation period applying to your claim in the jurisdiction in question, where this is necessary.

It is also your (NOT our) responsibility and duty to enter into “standstill” or “tolling” agreements in order to suspend the application relevant limitation periods, where this is desirable. We and our claim correspondent shall NOT commence or advise you if and when to commence legal proceedings or enter into standstill or tolling agreements on your behalf.

By the terms of your insurance contract, your insurers may have the right to take control of the conduct of a defence or settlement of any claim notified to them under it, or to exercise a subrogation right to recover loss from any third party, without prior reference to you and without seeking your prior approval. In the event that your insurers have such rights and decided to exercise any of these powers, we will be obliged to act on the instructions of your insurers and notify you accordingly yet without obtaining your approval unless your insurers expressly instruct us otherwise.

Nothing in this TOBA nor our agreement to act on your behalf construct as a waiver of your insurer’s rights or in connection with your insurance contract. Any reservation of rights notified to you by or on behalf of your insurer will continue unless varied in writing.

PAYMENT TERMS & METHODS

Our remuneration for arranging insurance is considered fully earned once you have instructed us to bind cover, irrespective of whether the insurance premium has been paid or in whole or in part and is NOT refundable in the event of variation, cancellation or early termination of your insurance contract or otherwise.

Payment by cheque is to be crossed and made payable to Newstate Stenhouse Limited. We shall issue invoice to you for any amounts owed to us, including additional charges and claim servicing fees (where applicable. Unless otherwise agreed in writing, you will pay all monies due to us within seven (7) days of our invoice date.

Payment by remittance to us is to include bank charges at both the remitting and receiving banks. Same currency and full amount of insurance premium are to be credited to us. We shall NOT be responsible for or absorb any exchange deficiencies or bank charges incurred or any other reasons resulting in short receipt of full insurance premium by us or return of remittance.

Payment to or in the trust of others is NOT deemed to have been received by us

OUR BANK DETAILS

Bank Name DBS Bank Hong Kong Ltd.
Bank Address 16/F, The Center, 99 Queen’s Road Central, Central, Hong Kong
Bank Code 016
Bank Account Number 478-783190885 (HKD)
478-000537896 (USD)
SWIFT Code DHBKHKHH

COMMUNICATIONS

Unless otherwise mutually agreed, we and our claim correspondent shall communicate by e-mail/electronic communication means with you (and your referrer, if any), insurers and other parties in relation to your insurance matters. You and us acknowledge, agree and accept the inherent risks (including the security risks of interception of or unauthorised access to such communications, the risks of failing to/delay in delivering/receiving, corruption of such communications and the risks of viruses, spam or other harmful devices). Notwithstanding that, we have reasonable virus checking procedures in our system, you will be responsible for virus checking all e-mail/electronic communication means sent to you and that message received are complete. We accept no responsibility and disclaim any liability arising from, in connection with or as a result of delivering by email/any electronic communication means to you including but NOT limited to non-delivery, delay, incompletion, distortion, or corruption, hacked, or contained virus. While we shall endeavour to confirm our proper receipt of your message, you should NOT assume that every e-mail/electronic communication mean is delivered to/ received by us properly but call for assurance if in doubt.

In the event of a dispute, neither of us shall challenge the legal evidential standing of an electronic document and our system shall be deemed the definitive record of electronic communications and documentation passing between the parties.

You should also be aware that our systems security devices block certain file extensions, including but NOT limited to .rar, .text, .vbs, .mpeg, .mp3, .cmd, .cpl, .wav, .exe, .bat, .scr, .mpg, .avi, .com, .pif, and .wma

E-mail attaching such files will NOT get through to us and no message will be sent telling you that they have been blocked.

PERSONAL INFORMATION COLLECTION STATEMENT (APPENDIX A)

The personal information (including sensitive personal information) from you or your employees and/or their dependents) that we collect is for performing and providing our services and arranging insurance and servicing claim on your behalf. It may be passed to other insurance intermediaries, insurers, loss accessors/adjusters, professional advisers, agents; your referrer; our affiliates, partner, subcontractors; and to certain regulatory bodies or government agencies and authorities as required or permitted by law. You are deemed to have obtained all required consents to transfer your and their personal data to us for processing once you have transferred any personal information to us. We shall NOT use your personal data for voluntary purposes without your consent.

PRIVACY STATEMENT

We communicate and enforce our privacy and security guidelines according to the Personal Data (Privacy) Ordinance (Cap 486) at all times. You agree that we may hold and process such information in accordance with the Ordinance, we may amend the PERSONAL INFORMATION COLLECTION STATEMENT in Appendix A at any time with immediate effect with or without notice and we may at any time assign or delegate or transfer or subcontract or deal in any manner with part or all of our rights or obligations under this TOBA.

DATA PROTECTION & CONFIDENTIALITY

All personal data requested is necessary to provide quotation, arrange insurance cover, manage claim and for client relationship management. We are obliged to disclose your information/ document that you provided to us or we otherwise gather for the purpose of dealing with your insurance matter. We treat all client’s information as private and confidential. We take precautions to safeguard your personal information against loss, theft, and misuse, as well as against unauthorised access, disclosure, alteration, and destruction. Only authorized staff on a need-to-know basis are given access to or will handle your personal data. We shall only retain your personal data in our business records for as long as it is necessary for business and tax purposes as permitted by the laws. You acknowledge, agree and accept that we may hold and process such information in accordance with the Ordinance and we may at any time assign or delegate or transfer or subcontract or deal in any manner with part or all of our rights or obligations under this TOBA.

We will also ensure that any such information you provide to us is relevant for such purposes, and is reliable for its intended use, accurate, complete and current.

We operate a paperless office system. We destroy any hard copy documents that come into our possession after digitized. You recognize that we may only ever be able to provide you digitized versions of any documents that we hold on your behalf and you accept that we shall NOT be able to destroy such documents that have become incorporated onto our hard drives or any other electronic data storage systems only for the purpose of disaster recovery even you wish us to destroy or expunge your digitized document from our system. Notwithstanding this, we agree that any such documents shall be retained in accordance with our confidentiality obligations contained in this TOBA.

We may record telephone calls and monitor emails/electronic communications for training, regulatory and compliance purposes.

The report, information and advice we provide to you are given in confidence and are provided on condition that you undertake NOT to disclose these or nay other confidential information provided by us to your during our work, to any third party without our prior written authorization.

We retain the entire copyright and all other rights in all documents provided by us to you. You are granted a non-exclusive, non-transferable, non-sublicensable licence to use such document for the matter for which they are provided but NOT otherwise. We retain the entire ownership in the document prepared for your own benefit in the course of any matter.

Insofar as the terms and the law within Hong Kong permits, we do NOT accept responsibility for any damage or loss, partial or complete of any particular item which may hold in storage.

CONFLICT OF INTERESTS

We seek to avoid conflicts of interest but where conflict is unavoidable, we shall refrain from performing unless you have agreed otherwise in writing.

Where we act as agent for two or more clients involved in the same or a related loss situation, we shall advise the clients involved of our conflicting interests (if any) and segregate the claim handling and loss adjusting functions provided to each of the involved clients and seek for each client’s written consent before proceeding.

CLIENT MONEY

Client money is held in Client account separately from our own money. We do NOT pay the premium to underwriters on your behalf until we have received it from you, nor shall we pay claim or other monies due to you before they are received from insurers or other relevant third party. However, in the event that we make any payments on your behalf or make any payments to you prior to our receipt of relevant funds from either yourself, insurers or other relevant third party, we shall be entitled without prejudice to any other remedies available, to recover that amount by way of deducting that sum from any amounts due to you, whether on the insurance upon which we’ve made payment to you or on your behalf, or on any other insurances we arrange for you.

ANTI-MONEY LAUNDERING

The anti-money laundering regulations require our clients to confirm their identity when checking details on proposal forms and transferring claim payments. We are prohibited from disclosing to you any reports we may make based on knowledge or suspicion of money laundering, including the fact that such a report has been made.

We shall identify, verify and protect our clients and ourselves against fraud and other crime. Client information can be used to prevent crime and trace those who are responsible. We may check your details against financial crime databanks. If false or inaccurate information is alerted to us, we are obliged to pass such details to relevant regulators.

FATCA

The Foreign Account Tax Compliance Act (FATCA) is a U.S. law aimed at foreign financial institutions and other financial intermediaries to prevent tax evasion by U.S. citizens and residents through offshore accounts. Please consult your tax adviser for full details of FATCA.

SANCTIONS

You acknowledge and agree that we are unable to provide broking, risk consulting, claim or other services or provide any benefit to the extent that the provision of such services or benefit would violate applicable laws or expose us to any sanction, prohibition, or restriction under United Nations Security Council Resolutions or under other trade or economic sanctions, laws or regulations. 

The applicability of sanctions regimes and Export Control legislation are complex, we are unable in any circumstances to give you legal or regulatory advice, nor can we guarantee or otherwise warrant y the position of any insurers under existing or future sanctions regimes. Applicable sanctions and export control remain a matter for you, and you should take such legal advice in this regard. You should inform us of any insurance requirements you have which touch upon or are linked to sanctioned territories.

We comply with all applicable sanctions, regimes and legislation (whether currently existing or to be implemented in the future) and you are advised that where obliged by applicable sanctions regimes and Export Control legislation we may have to take certain actions which include but may NOT be limited to:

  • freezing the account concerned; and/or
  • refusing to handle or administer a claim which would benefit (directly or indirectly) a sanctioned entity or person, subject to exemption or obtaining a licence (which we might NOT get); or
  • refusing to administer the renewal of an existing insurance contract which would benefit (directly or indirectly) a sanctioned entity or person, subject to exemption or obtaining a licence (which we might NOT get).

We shall NOT responsible for or shall we be held or assumed to be responsible for or accept responsibility and/or liability for the actions of third parties (including but NOT limited to banks and exchange institutions) who may have their own sanctions contract restrictions and constraints.

 

FINANCIAL SANCTIONS

You must comply with Financial Sanctions. We keep Financial Sanctions under review for our own purpose and you are requested to do the same.

In the even that (i) that you are or should you become subject to Financial Sanctions during the course of our relationship; or (ii) in the case of a corporate entity, there is a change in ownership or control, you shall immediately notify us. We reserve the right to cease acting for you with immediate effect as a result of Financial Sanctions applying directly or indirectly to you or your matter.

We do NOT accept any liability in relationship to your compliance with Financial Sanctions.

We shall NOT be liable to you for non-performance of any services under this TOBA as a result of Financial Sanctions. Our personnel, any third-party supplier instructed in accordance with this TOBA and other members of our group of companies may rely on this clause.

In certain case, we are legally required to report and/or seek authorisation for a relevant authority in relation to certain transactions in order to proceed.

LIMITATION OF LIABILITY

You acknowledge and agree that your relationship with is with us, our claim correspondent and our affiliates who have a legitimate interest in limiting the exposure of ours/theirs.

Our liability to you for losses, damages, costs and expenses must be caused by our negligence or wilful default.

We are NOT and shall NOT be liable to you or to any other person for any loss, cost or liability whatsoever caused by the act, omission, fraud, delay, neligence, insolvency or default of any financial institution, payments system, insurers or any regulatory, governmental or supra-national body or authority or their directors, officers, employees, agents, or representatives.

We do NOT assume any responsibility to you for the work of third parites engaged on your behalf.

Any advice given to you by a member, director, officer, employee, adviser, claim correspondent or consultant of ours or affiliates is given by that person on our behalf and that person does NOT assume any personal responsibility to you for that advice. You will NOT bring or assist in bringing any claim against any member, director, officer, employee, adiser, claim correspondent or consultant of ours in their personal capacity arising out of or in connection with the services we provided and in respect of any loss which you may suffer or incur, directly or indirectly, in connection with our services.

For the avoidance of doubt, this section shall be for the benefit of ourselves, our claim correspondent and our affiliates and any of our or their respective directors, officers, employees, advisers or consultants involved in the provision of our services. Any aforementioned person shall be entitled to rely upon and enforce its terms.

In respect of any event or loss to you resulting from our breach of duty, our liaiblity to you shall be limited to that proportion of your loss and damage which is just and equitable having regard to the extent of your own responsbility and that any other party who may also be liable to you in respect of it and regardness of the liability of any suh person to make payments.

If we, our claim correspondent and/or our affiliates (its holding companies, subsidiaries, associates or subsidiary undertakings of any such holding companies) are liable to you resulting from our negligent or wilful default in respect of any losses, liabilities, damages, costs, expenses or claims arising out of or in connection with our services (collectively “Losses”) and (subject to the following paragraph) any other person is liable to you in respect of some or all of the same losses (on any basis), our liability and that of our claim correspondent and affiliates in respect of such Losses shall be limited so as to be proportionate to the relative contribution of ourselves and our claim correspondent and affiliates having regard to the extent of responsibility of such other person for those Losses; and proportion of your loss and damage which is just equitable having regard to the extent of your own responsbility and that any other party who may also be liable to you in respect of it and regardness of the liability of any suh person to make payments.

To the extent permissible under applicable laws, regulations, or rules, in any circumstance, the aggregate liability of ourselves, our claim correspondent and our affiliates to you and your affiliates in respect of all losses arising under or in connection with our services provided, however caused, including arising as a result of breach of contract or statutory duty, negligence or any other acts or omissions or breach of duty or fraud, wilful default or gross negligence by us, our claim correspondent or any of our affiliates shall be limited to 5 times of insurance premium paid for the particular insurance contract or HKD100,000 any one claim and in aggregate, whichever is the less. This limitation applies to all causes of actions including but NOT limited to breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.

In relation to “any one claim’ means all claims against us arising from one act or omission, one series of related acts or omissions, the same act or omission in a series of related matter or transactions, similar acts or omissions in a series of related matters or transactions, and all claims against us arising from one matter, transaction or assignment.

Save where such liability arises directly from the provision of our services, in any circumstance, we (collectively) shall have no liability in respect of losses or consequences of any kinds including but NOT limited to consequential, exemplary damages, costs or losses of damage, costs or losses attributable to loss of profit, loss of use, loss of market, loss of revenue, loss of opportunity, loss of chance, loss of time, loss of reputation, loss of anticipated savings, increase costs of doing business; or any special, direct, indirect, incidental, consequential losses etc… or punitive damage or economic loss relation to, arising out of or in connection with this TOBA or the service we provided under it.

NOTICE OF CLAIM AND TIME BAR

Any claim by you against us shall be made in writing and notified to us within 14 days from the first date of event giving rise to a claim. No claim will be accepted afterward.

The period of limitation for an action relating to any claim by you against us shall be 9 months commencing the first date of event giving rise to a claim.

FEEDBACK, COMPLAINTS AND REDRESS

We take customers’ feedback and/or complaints seriously, and we aim to ensure that they are handled fairly, effectively and addressed and resolved promptly. Please contact the management at Telephone /  : (852) 6063-3707 or e-mail: brokering@newstate.com.hk to air your feedback and/or complaints with details.

TERMINATING OUR APPOINTMENT

Our services may be terminated either by us or by you upon the giving of one month’s notice in writing to the other or as otherwise agreed. It does NOT affect your or our rights, obligations or liabilities in relation to the insurance prior to the termination date.

Yet, our remuneration is deemed fully earned once you have instructed us (whether or NOT the insurance contract has been incepted and issued), and any unpaid remuneration will become immediately due and payable to us upon the termination of our appointment.

In some circumstances, for good reasons, we may decide to cease acting for you. Circumstances including but NOT limited to (i) if we consider that the trust and confidence in our mutual relationship has broken down, (ii) your failure to provide us with adequate information or instruction, (iii) if we find ourselves unable to comply with your instruction, (iv) your failure to co-operate with us and/or your insurers according to the terms of your insurance contract (including your insurers withdrawal or restriction of cover) and (v) if our continue to act would place us in breach of our legal and regulatory requirements of the Insurance Authority and/or applicable laws of Hong Kong.

Subject to applicable law and requirements of Hong Kong as a result of termination of our relationship we reserve the right to seek payment in whole or in part of our costs, disbursements, expenses and/or applicable tax.

ENFORCEABILITY

In the event any portion of this TOBA is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

THIRD PARTY RIGHTS

Other than you as the Client, no party shall have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any terms of this Terms and Conditions of Business.

GOVERNING LAW & JURISDICTION

Governing law of this TOBA shall be Hong Kong law. All disputes under or arising in relation to this TOBA shall be decided by the exclusive jurisdiction of the Hong Kong courts.

MISCELLANEOUS

Each party is entering this TOBA voluntarily, has read and understands its provisions and has had the opportunity to seek and to obtain the advice of counsel on its rights and responsibilities under, and the terms and conditions of this TOBA which is negotiated at arms’ length and entered equally, it shall NOT be construed for or against any party.

TOBA 20260101 Version

APPENDIX A: PERSONAL INFORMATION COLLECTION STATEMENT

CLIENT AND CLIENT’S EMPLOYEES PERSONAL INFORMATION COLLECTION STATEMENT

  1. It is often necessary for our current or prospective individual clients, or, where our clients

are corporate or business entities, their individual representatives and employees (collectively referred to as “clients” and otherwise referred to as “client”, “you” or “your”) to provide to Newstate Stenhouse Limited (hereinafter referred to as “we”, “us” or “our”, and references to us personally identifiable data about yourselves (“Personal Information“) in connection with our business process execution, including delivery of services and/or products, preparation of proposals, provision of quotations, arranging insurance cover, managing claim, client relationship management and conducting internal conflicts checks. Such Personal Information may include information or data provided by you or other parties or from other source, and may include, but is NOT limited to, historical or existing data and/or data to be collected in the future. Such Personal Information may be subject to applicable data protection, privacy and other similar laws and may include copies and other details of identity documents, proof of address and other contact details, religious, philosophical or political affiliations, information concerning age, marital status, racial or ethnic origin, education, genetic or sexual life, physical or mental health or medical condition/diagnosis, dietary preference, commission or alleged commission of any offence or proceedings for any offence committed or alleged to have been committed, the disposal of such proceedings or the sentence of any court in such proceedings.

When you provide us with Personal Information relating to your, your employees, dependents and/or other individuals that you represent, you will observe the provisions of any data protection or privacy legislation as applicable from time to time the extent applicable to this Agreement. This includes, without limitation: (i) an obligation, if any, for you to obtain any required consent(s) in respect of the transfer of information to us by the provider or any third party relating to an identified or identifiable individual that is subject to applicable data protection, privacy or other similar laws and (ii) any obligation with respect to the use, disclosure and transfer by us of personal information as necessary to carry out its obligations under this Agreement.

  1. Personal Information you provide will be collected, used and otherwise processed by us for the following purposes:-
    • to the extent we are required to do so by law or a regulator;
    • to insurers, surveyors, claim correspondent, and other like persons to the extent necessary to provide our services to you;
    • to loss assessors and/or adjustor, lawyers, and other like persons to the extent necessary to enable such third party to provide information or services;
    • to premium finance or collection companies to the extent necessary to provide payment choices or collecting payment for us;
    • to affiliated and non-affiliated service providers that support our business operation to the extent necessary to provide our services to you or to ensure the effective management, administration, and operation of our internal business.
  • client relationship management procedures, including any potential conflict checks as may be required;
  • the delivery of services or products to the client;
  • those purposes specifically provided for in any particular service or product offered by us;
  • conducting marketing and client profiling activities in connection with insurance and related services and products (including those provided by us and selected third parties for the purpose of improving our services to the client or that we think may interest the client);
  • credit assessments and other background checks of the client as we may determine to be necessary or appropriate;
  • our internal record-keeping;
  • collection of outstanding payments from client
  • prevention of crime (including but NOT limited to fraud, money-laundering, bribery);
  • meeting any legal or regulatory requirements relating to our’ provision of service and products and to make disclosure under the requirements of any applicable law, regulation, direction, court order, by-law, guideline, circular, code applicable to us; and
  • purposes ancillary or relating to any of the above (including but NOT limited to research, benchmarking and statistical analysis).
  1. We may provide or disclose this Personal Information to its Affiliates for the purposes stated in paragraph 2 above.

COLLECTION AND DISCLOSURE

  1. Personal Information provided to us will generally be kept confidential but you hereby consent and authorize us to collect, provide or disclose your Personal Information for the purposes stated in paragraph 2 above from or to:
  • any person to whom we are compelled or required to do so under law or in response to a competent or government agency;
  • relevant parties arranging insurance or providing claim services or benefits administration services or wellness services such as insurance companies, health maintenance organizations, agents and service providers (including but NOT limited to consultants, market research and quality assurance companies),
  • our Affiliates;
  • government agencies and industry regulators;
  • our auditors, accountants, lawyers or other financial or professional advisers; and
  • such sub-contractors or third party service or product providers as we may determine to be necessary or appropriate, in accordance with paragraph 2 and paragraph 7.
  • such person(s) as you may instruct or
  1. You further consent to provide, and for your employer, insurer(s), health maintenance organizations, agents and/or third-party service or product provider(s) to provide to us your Personal Information for the purposes set out in paragraph 2 above.
  1. Failure to provide such Personal information may result in our being unable to provide clients and you with the services and/or products requested.

SAFEGUARDS

  1. We confirm that we have implemented the appropriate administrative and security safeguards and procedures in accordance with the applicable laws and regulations to prevent the unauthorized or unlawful processing of your Personal Information and the accidental loss or destruction of, or damage to, your Personal Information.

DATA TRANSFER

  1. Where we consider it necessary or appropriate for the purposes of data storage or processing or providing any service or product on our behalf to you, we may transfer your Personal Information to an Affiliate or third-party service or product providers within or outside the country, under conditions of confidentiality and similar levels of security

YOUR RIGHTS OF ACCESS AND CORRECTION

  1. You have the right to request access to and correction of information about you held by us and you may:
  • check whether we hold or use your Personal Information and request access to such data;
  • request that we correct any of your Personal Information that is inaccurate, incomplete or out-of-date;
  • request that we specify or explain its policies and procedures in relation to data and types of Personal Information handled by us; and
  • communicate to us your objection to the use of your Personal Information for marketing purposes whereupon we will NOT use your Personal Information for these purposes; and
  • withdraw, in full or in part, your consent given previously,

in each case subject to any applicable legal restrictions, contractual conditions, reasonable internal policies/procedures, a reasonable time period (in accordance with applicable laws) as well as, in the case of an access request, a reasonable fee (where permitted under applicable laws and as we may notify you in writing upon receipt of your request).

Written requests for access to Personal Information or correction and/or deletion of Personal Information or for information regarding policies and procedures and types of Personal Information handled by us may be sent to brokering@newstate.com.hk