Terms of Business

Vetinsure, LLC, and each of its Series, together with its/their respective subsidiaries and affiliates (collectively, “Vetinsure”), are committed to being the national value and service leader in insurance and risk management. The services a particular Vetinsure company provides to each client (“Client”) will be subject to these Terms of Business in the absence of conflicting terms in a written services agreement executed by Vetinsure and Client. Client’s direction for Vetinsure to render consulting, insurance/risk management consulting and/or brokerage services on its behalf shall be deemed Client’s agreement to be bound by the terms contained herein.

Surplus Lines: Insurance Premiums and Related Tax Obligations

Vetinsure may not be able to procure insurance in the admitted marketplace on the terms and conditions specified by Client. In such event, Vetinsure’s insurance proposal may include placements with insurer(s) not licensed to transact insurance in a particular jurisdiction and not subject to the supervision of such state’s insurance department. Any such surplus lines coverage will be made pursuant to applicable insurance laws governing the placement of insurance with non-admitted insurers. A state insurance guaranty fund will not respond in the event the surplus lines insurer should become insolvent. Furthermore, policy forms, conditions, premiums, and deductibles used by surplus lines insurers may be different from those found in policies used in the admitted market.

Client is responsible for all insurance premiums due and any applicable surplus lines, sales, use, excise or other taxes for insurance coverage placed by Vetinsure. If Client fails to pay any premium in full by the due date indicated on the premium invoice, the coverage may be subject to cancellation by the insurer(s) and such nonpayment, in addition to any nonpayment of fees or expenses due to Vetinsure as set forth herein, shall be considered a material breach of these Terms of Business.

Accuracy and Completeness of Information

Client shall be solely responsible for the accuracy and completeness of all information furnished to Vetinsure and/or to underwriters, insurers, insurance-related intermediaries and/or other third parties as necessary for the services contemplated herein. Vetinsure shall not be responsible for independently verifying the accuracy or completeness of any information that Client provides, and Vetinsure shall be entitled to rely on such information. Vetinsure shall have no liability for any errors or omissions in any services provided to Client, including the placement of insurance on Client’s behalf, that are the result of, arise from, or are based, in whole or part, on inaccurate or incomplete information provided to Vetinsure. Client understands that the failure to provide accurate and complete information to an insurer, whether intentional or by error, could result in the denial of claims or recision of coverage altogether. Client will review all policy documents provided to Client by Vetinsure and shall inform Vetinsure of any inaccuracies, deficiencies or discrepancies contained therein.

Confidentiality: Data Protection Information Notice

Vetinsure and Client acknowledge that the nature of Vetinsure’s relationship with the Client is one in which the Client may disclose to Vetinsure certain of the Client’s information (“Information”), some of which may be of a confidential or proprietary nature, to enable Vetinsure to provide services to Client. Client acknowledges and consents to Vetinsure’s use and disclosure of Information in the course of performing marketing, servicing, claims handling, risk management and/or insurance renewal services for Client.

Vetinsure is committed to protecting the privacy and security of Client’s Information deemed to constitute personal data pursuant to applicable data privacy law or regulation. In providing regulated insurance broking services, Vetinsure may receive such personal data directly from Client, in the case of an individual Client, or indirectly, in the case of a commercial Client on behalf of its employee insureds. Pursuant to applicable data protection laws, Vetinsure is deemed to be a “data controller”. This means that Vetinsure is responsible for deciding how it holds and uses personal data about Client.

Vetinsure may use personal data received from Client in its role as an insurance intermediary. This may include for the purposes of quotation / inception, policy administration, claims processing, renewals, marketing and other purposes necessary for the provision of insurance throughout the insurance lifecycle.

For more information, please review Vetinsure’s Privacy Notice available on our website. If you have any questions about the Privacy Notice or Vetinsure’s collection or use of Client personal data, please contact webteam@vetinsure.com.

Intermediaries

When, in Vetinsure’s professional judgment, it is necessary or appropriate, Vetinsure may utilize the services of foreign or domestic intermediaries to assist in the servicing, marketing and/or placement of Client’s insurance/risk management programs. Any such intermediary shall be compensated by commissions earned on placement of Client’s policies handled by that intermediary, or by payment of a separate fee agreed to by Client and the intermediary if commissions are not properly payable on Client’s placements. Such commissions and fee shall be in addition to the compensation paid to Vetinsure as described herein and, if the intermediary is a Vetinsure affiliate, Vetinsure may receive a portion of earned commissions from that affiliate.

Logos

Unless otherwise instructed by Client, Vetinsure may, without notice to or consent by Client, use Client's logo, pictures, and other publicly available information to effectively market Client's insurance programs or in Vetinsure's marketing materials.

Insurance Proposals and Summaries

Insurance documents prepared by Vetinsure containing proposals to bind coverage, summaries of coverages, and certificates of insurance placed are furnished to Client as a matter of information for Client’s convenience. These documents are not intended to reflect the terms, conditions, limitations and exclusions of such policies, are not themselves insurance policies and do not amend, alter or extend the coverages afforded by such policies. The insurance afforded by the proposed or placed policies is subject to all the terms, conditions, limitations and exclusions contained in such policies.

Use of a Particular Insurer

Vetinsure is not obligated to utilize any particular insurer. In addition, Vetinsure is not authorized to make binding commitments on behalf of any insurer, except under certain circumstances which Vetinsure shall endeavor to make known to Client. Vetinsure shall not be responsible for the solvency of any insurer or its ability or willingness to pay claims, return premiums or other financial obligations. Vetinsure does not guarantee or make any representation or warranty that insurance can be placed on terms acceptable to Client. Vetinsure will not take any action to replace Client’s insurers unless Client instructs Vetinsure to do so.

No Reliance

Any reports or advice provided by Vetinsure should not be relied upon as accounting, legal, actuarial or tax advice. In all instances, Vetinsure recommends that Client seek independent advice on such matters from professional accounting, legal, actuarial and tax advisors.

Responsibility for Insurance Programs

Vetinsure will not be responsible for the adequacy or effectiveness of any insurance programs or policies implemented or placed by another broker, including, without limitation, any acts or omissions occurring prior or subsequent to Vetinsure’s engagement.

Relationship between the Parties

Client acknowledges and agrees that in no event shall Vetinsure owe any enhanced or special duties to Client, express or implied, in fact or by law, whether referred to as a special relationship or fiduciary relationship or otherwise, except to the extent required by applicable law.

Compensation Disclosure

Vetinsure is committed to delivering a superior client experience through our customer-centered service model. Vetinsure wins and keeps clients by operating with complete integrity. We fulfill that pledge by providing fulsome disclosure regarding Vetinsure’s sources of income – whether received from insurance companies or third parties – to clients.

Unless applicable law or contractual agreement between Vetinsure and insurers states otherwise, any commission that Vetinsure is entitled to receive for any placements is fully earned at inception of the insurance program, and Vetinsure is entitled to retain such commissions in the event of a midterm cancellation of coverage or a reduction in coverage resulting in a premium adjustment.

Vetinsure may receive compensation in a number of ways, including: 1) commissions paid by an insurer, calculated as a percentage of premiums, or 2) negotiated fees paid by a client in lieu of, or in addition to, commissions. These commissions or fees received are for the placement/renewal of a client's insurance/risk management program, day-to-day servicing, risk control services and/or other services Vetinsure has agreed to provide on a client's behalf.

Vetinsure may also be eligible to receive other forms of compensation such as incentive or contingency payments or bonuses and/or supplemental commissions from insurance companies, intermediaries (which may be affiliated with Vetinsure) or other third parties as a result of being an insurance broker (collectively, “Additional Compensation”).

Contingency payments or bonuses are based on the overall performance of a partial or entire book of business Vetinsure places with an insurance company, and Vetinsure’s eligibility and the amount of any such compensation may vary depending on the line of business and a number of “contingent” factors related to future performance such as overall premium volume, premium growth year-over-year, persistency, profitability and/or retention targets set by the insurer. As such, a contingency payment received by Vetinsure from an insurer is difficult to tie back to any particular client insurance policy. Additional Compensation in the form of supplemental commission is established at the beginning of each calendar year based on Vetinsure’s historical and current performance typically measured using some or all of the same performance factors by which contingency payments are calculated. Vetinsure may also receive service fees from insurers for consulting, managing general agency arrangements and/or analytics or administration services specific to an insurer including, without limitation, consulting in the development of insurer sales, product and/or marketing plans to broaden available coverage for Vetinsure clients. These service fees are not tied to, dependent on or identified with any particular client or insurance placement.

Please contact your Vetinsure representative if you have specific questions regarding the compensation Vetinsure receives as it relates to your account.

Modeling and Analytics Services

Vetinsure provides various modeling and/or data analytics services to its clients (“Modeling and Analytics Services”) and may provide such services to Client. Client authorizes Vetinsure to 1) disclose information it receives from Client, its insurers and/or third-party administrators to Vetinsure’s affiliates, parents, employees, and/or to third parties as necessary to perform such Modeling and Analytics Services, and 2) contribute such information to benchmarking databases created by or for Vetinsure to facilitate the creation of analytic reports for its clients, provided that such reports shall not include any information that personally identifies Client or its employees.

Modeling and Analytics Services will be based upon a number of assumptions, conditions and factors, as well as information provided by third parties. If any such information provided to or utilized by Vetinsure is inaccurate, incomplete or should change, the Modeling and Analytics Services provided by Vetinsure could be materially affected. As Modeling and Analytics Services are subject to inherent uncertainty and involve variables beyond Vetinsure’s control, actual results may differ materially from Vetinsure’s projections. The parties agree that Vetinsure shall have no liability to Client if 1) Vetinsure is provided inaccurate or incomplete information, or 2) actual results differ from Vetinsure’s projections. Modeling and Analytics Services do not constitute, and are not intended to be a substitute for, independent actuarial, accounting or tax advice.

Limitation of Liability

IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST BUSINESS), ARISING OUT OF OR RELATED TO THESE TERMS OF BUSINESS, EVEN IF IT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHER LEGAL THEORY. IN ANY EVENT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN SHALL NOT APPLY TO: 1) ANY DAMAGES AWARDED IN CONJUNCTION WITH A FINAL JUDICIAL DETERMINATION OF FRAUD OR GROSS NEGLIGENCE OR 2) PERSONAL INJURY, INCLUDING DEATH, OR DAMAGE TO TANGIBLE PERSONAL PROPERTY CAUSED BY THE NEGLIGENT, WILLFUL OR INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. REFERENCES TO A PARTY HEREIN INCLUDE SUCH PARTY’S DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS.