Scope and Application

This document aims to outline our professional relationship and the services we will offer you. By instructing us to secure coverage and/or making a payment related to your insurance placement, you will be considered to have provided your signed, written consent to adhere to the terms outlined in this document.

In this TOBA, “Indochine”, “we”, “us” and “our” means Indochine Insurance Brokers entity identified as Indochine. Insurance includes reinsurance and insurers include reinsurers.

We are an insurance brokerage company, authorised and regulated by the Ministry of Finance under the Establishment and Operations License No 97/GP/KDBH dated 29 July 2024. We are permitted to conduct the following business activities: (i). Insurance brokerage, including original brokerage and reinsurance brokerage; (ii). Insurance auxiliary activities: non-life insurance consulting, non-life insurance risk assessment, support for non-life insurance claim settlement.

We do not provide guidance regarding tax, accounting, regulatory, or legal issues, including sanctions.

It is important that you review this document thoroughly, as it outlines the terms of our relationship and includes information about our regulatory and statutory obligations. We would like to highlight the following sections for your particular attention:

- Our core services provided

- Our Remuneration;

- Limit of Liability;

- Claim settlement support;

- Your Responsibilities;

- Policy administration

This document takes effect from 28 August 2024 or at the time it is received (whichever occurs later) and replaces any prior business agreement terms that we may have sent to you.

If you have any questions or concerns regarding this document, or if you disagree with any part of it, please do not hesitate to reach out to us.

We maintain a strict policy against unethical conduct, both in our operations and in our business relationships. We are committed to adhering to all relevant laws, regulations, and accounting standards.

I. Core Services provided

1. To provide guidance to you regarding appropriate types of insurance, including terms and conditions, premiums, and the selection of insurance providers, in alignment with your risk management requirements.

2. To collect and compile necessary information for insurance purposes, and to engage in negotiations with insurance companies operating legally in Vietnam, as well as international reinsurers if required, to secure their quotations for the requested insurance coverage under specified terms and conditions.

3. To act on behalf of and/or collaborate with You in dealing with the selected insurance and reinsurance companies, focusing on the negotiation and arrangement of specific details and adjustments to your insurance program.

4. To examine the insurance policy/policies to confirm their compliance with the quotations received from the insurance and reinsurance companies; to review and advise You on the insurance terms and conditions available in the market, aiming to enhance your rights and interests; to provide timely recommendations and solutions, and to modify the insurance coverage as needed to reflect the current market conditions.

5. To manage the administration of the signed policies throughout their duration.

6. To offer consultation and respond to your inquiries regarding its insurance programs, including clarifications on coverage scope, insurance benefits, and the claims settlement process.

7. To facilitate the claims settlement process: we will provide consultation, clarification, and assistance to You on the following aspects:

- Completing claim documentation;

- Representing You in negotiations regarding coverage and compensation amounts;

- Following up with insurance and reinsurance companies to ensure timely claim payment.

8. Meet with You as agreed with You to review the implementation of policies, revise those policies if necessary, and answer any questions arising from the implementation of the policy.

9. Comply with any other obligations under applicable and applicable laws and regulations.

II. Our Remuneration

Our remuneration for the services we offer will be either in the form of brokerage, which constitutes a percentage of the insurance premium you pay and is permitted by the insurer with whom your insurance policy is established, or a fee as mutually agreed upon. If applicable and permitted by relevant laws, and with your approval, we may receive both a fee and brokerage.

Brokerage and fees are accrued at the start of the contract and, unless an alternative agreement is made with you, we will retain all fees and brokerage for the entire duration of the contract concerning agreements made by us. This applies even in cases where your insurance contract has been terminated and your insurers have refunded a prorated net premium. In line with established market practices, we will subtract our brokerage and other commissions from the premium upon receipt.

At certain times, it may be suitable and advantageous for us to engage third parties, such as reinsurance intermediaries. These entities may also receive and keep commissions for their contributions in delivering products and services to you.

In the normal course of our operations, we may earn interest on funds belonging to clients and insurers from the moment we receive these funds until they are disbursed to the appropriate parties as per insurance policy. We would like to clarify that we will retain this interest instead of distributing it to you or the insurer, as applicable.

Remuneration for services provided to insurers

We hold agreements with multiple insurance providers through which we deliver specific services, including those related to binding authorities, managing general agency, and lineslip arrangements. This encompasses activities such as generating business acceptance statements and issuing certificates of insurance coverage.

We may offer reinsurance broking services to insurers. Additionally, we might establish service agreements with specific insurers to support the development of insurance products tailored for our clients. Through these arrangements, we could receive compensation from the insurers for the services rendered, alongside any fees or commissions that you may pay us for securing your insurance coverage.

III. Limit of Liability

Indochine's total liability for any breach of contract, negligence, violation of statutory duty, or any other claim related to or arising from this Agreement or the services rendered under it shall be restricted as outlined below:

1. in respect of any fraudulent acts (including theft or conversion) or wilful default by Indochine, no limit shall apply;

2. with respect to other claims for compensation, the total liability of Indochine for any breach of contract, negligence, breach of statutory duty, or any other claim arising from or in connection - with the services provided shall not exceed VND 5,000,000,000 (five billion Vietnamese Dong), and shall be in full compliance with the prevailing laws of Vietnam. Any payment of compensation shall be made in accordance with the final decision of the competent authority.

Indochine shall not be held liable under any circumstances for the following types of losses: loss of revenue, loss of opportunity, loss of reputation, loss of profits, loss of expected savings, increased business expenses, or any other indirect or consequential losses.

IV. Claim Settlement Support

To the extent allowed by relevant laws, we will offer claims handling services throughout the duration of our appointment. Our claims handling services encompass, upon receipt of the necessary information from you, notifying insurers of the claim or relevant circumstances, facilitating communication of reports and correspondence related to the claim among the involved parties, and organizing the collection and/or settlement of the claim in line with industry standards and the stipulations of your contract. When we receive claims payments, we will ensure they are forwarded to you promptly. However, we will not transfer any claims funds to you until we have received them from the insurers.

Our claim-handling services will not be available if you choose to manage claims directly with the insurers.

Additionally, unless otherwise agreed upon, our claims handling services do not encompass the additional costs relating to insurance claims advocates, for example forensic costs, travel costs to attend the incident sites as requested by You if the sites are faraway etc…

We retain the right to impose claim handling fees, either as an hourly rate or a percentage of the success fee, at our discretion for complicated claims.

In situations where claims are not clear-cut or where the intricacies of coverage or the technical aspects of the issue hinder the advancement of a claim, we have a dedicated team of insurance claims advocates skilled in negotiating challenging or complex claims and overseeing the settlement process. Should you wish to utilize the services of our insurance claims advocates, please be aware that there may be additional charges in the form of a fee, hourly rate, or a percentage of the successful outcome.

This will be communicated and agreed in writing in advance with you.

V. Your Responsibilities

1. Proposal forms

In some categories of insurance, it may be necessary for you to fill out a proposal form or a comparable document. We will offer assistance to help you complete it rightly; however, we cannot complete the document on your behalf.

2. Disclosure of information

Our goal is to identify the most suitable product to fulfill your insurance requirements. To ensure a successful business relationship, it is essential that you provide complete and accurate information and instructions promptly, enabling us to assist you effectively. Please remember that insurers are not always required to seek information from you. In fact, you have an obligation to disclose all relevant facts, including any information pertinent to your coverage needs or that may affect the insurers' decision to accept your business, finalize the terms, or determine the cost of coverage. Additionally, you must respond thoroughly and honestly to any inquiries made by insurers.

Failing to provide complete disclosure of important information may allow insurers to reject a particular claim or invalidate the contract. The duty to disclose is applicable not only at the time of renewing contracts but also when establishing new insurance agreements. We will not be held responsible for any consequences arising from delays, inaccuracies, or incomplete information provided, or from any misrepresentations made by you, your employees, or their dependents.

3. Choice of insurers

Should you have any concerns regarding the insurers selected for your insurance needs, please inform us at your earliest convenience.

4. The accuracy of your Insurance Contract

While we will review the contract documents we provide to you, it is your responsibility to examine your contract to confirm that it accurately represents the coverage, conditions, limits, and other terms you need. It is essential to pay close attention to any contract conditions, warranties, and claims notification requirements, as non-compliance may result in the invalidation of your coverage. Should you identify any discrepancies, please reach out to us without delay.

5. Claims

Claims may become unenforceable through legal action, or in certain jurisdictions, may be entirely extinguished if not pursued within the applicable limitation period for your claim. As we are not legal professionals, we do not provide guidance on the legal consequences of failing to collect, nor will we initiate legal proceedings or enter into standstill or tolling agreements to pause the relevant limitation periods on your behalf. We strongly recommend that you seek your own legal counsel regarding these matters. Consequently, it is your responsibility to keep track of the limitation periods relevant to your claims and to initiate legal proceedings when necessary.

It is essential to thoroughly review any claims reporting instructions we provide, as failing to report a claim correctly and promptly could compromise your coverage. Furthermore, it is advisable to keep copies of all insurance contracts, coverage documents, and claims reporting instructions, since you may need to file claims even after a contract has ended, potentially long after its expiration. Consequently, it is crucial to store your contract documents securely.

6. Change in circumstances

You are required to inform us promptly of any changes in your situation that could impact the services we provide or the coverage outlined in your insurance contract.

7. Provision of information to a third party

All activities described in this document are intended solely for your use, and all data, recommendations, proposals, reports, and other information we provide in relation to our services are exclusively for you. You agree not to allow any third party access to this information without our explicit written consent. We retain the right to take necessary measures to safeguard our proprietary information.

8. Payment of premium

You are required to settle all outstanding amounts with cleared funds by the payment date(s) indicated in our debit note or other pertinent payment documents (“Payment Date”). If you do not adhere to the Payment Date, it may result in insurers terminating your contract, especially if payment is a contractual condition or warranty. It is crucial that you comply with all payment deadlines. We are not obligated to remit premiums to insurers on your behalf.

VI. Policy administration

1. Payment of insurance premium to Insurer

We will not remit premium payments to insurers on your behalf until we have received the corresponding funds from you. Additionally, we will not disburse claims or any other amounts owed to you until we have received those funds from insurers or other pertinent third parties.

2. Electronic Communications

We may correspond with you and other necessary parties via electronic mail, occasionally including additional electronic data as attachments. By choosing this mode of communication, both you and we acknowledge the associated risks, which encompass the potential for interception or unauthorized access, the possibility of data corruption, and the threat of viruses or other malicious software. Although we implement reasonable virus detection measures within our system, you are responsible for conducting virus checks on all electronic communications you receive. Additionally, you must ensure that the messages you receive are complete. In the event of a dispute, neither party will contest the legal validity of an electronic document, and the Indochine system will be regarded as the authoritative record of all electronic communications and documentation.

3. Insurers

We evaluate the financial stability of the insurers we recommend for your needs by utilizing publicly available information, including data from reputable rating agencies. However, we will never act as an insurer, nor can we guarantee or assure the solvency of any insurer. Therefore, the responsibility for determining the suitability of any insurer lies with you, and we are open to discussing any concerns you may have.

Upon request and where applicable, we can provide you with factual analyses prepared by Indochine regarding the insurers suggested for your needs. Additionally, we can consider conducting market security inquiries on a case-by-case basis, which may require the agreement of additional compensation.

VII. Additional Services

Risk Assessment Services: In specific areas for example property and casualty insurance, we may offer risk engineering services to both you and your insurers. These services aim to deliver an impartial assessment of your risk profile for the benefit of insurers. Indochine will receive compensation from your insurers for delivering these engineering services. Should engineering services be included in your placement, you will receive details regarding Indochine’s compensation in the documentation we provide to you.

VIII. Other engagements

1. Data Protection and Confidentiality

The definition set out in the Decree 13/2023/ND-CP on Personal Data Protection (the “Act”) shall be applied.

We will consistently regard all confidential information we possess about you as private and will safeguard it with the same diligence we apply to our own confidential data, in accordance with legal requirements. We will not share any confidential information about you with third parties without your prior consent, except in the following circumstances:

(i) when mandated by law or a relevant regulatory authority;

(ii) with insurers, surveyors, loss adjusters, IT service providers, administrative support service providers, and similar entities, as necessary to deliver our services to you promptly;

(iii) with loss assessors, attorneys, and similar professionals, as needed to facilitate the information or services you have requested, enabling them to assist us in serving our clients.

You acknowledge that we and these other entities may store and process such information: (a) to provide services to you; and (b) in any country.

If you provide us with any information which constitutes ‘personal data’ (including any ‘sensitive personal data’), We will consistently handle this information in compliance with the Act and relevant data protection laws. You consent to our retention and processing of this information as outlined in our privacy notice, which can be accessed online at https://iib.com.vn/bai-viet/privacy-notice-429.html

2. Sanctions

We cannot provide guidance on the relevance of sanctions regimes to you or to insurers, nor can we assure or guarantee the status of any insurer concerning current or future sanctions regimes. Therefore, please be aware that the responsibility for understanding applicable sanctions lies with you, and we recommend that you seek legal counsel as you find necessary in this matter. Additionally, please notify us of any insurance needs related to or associated with sanctioned territories.

We will adhere to all relevant sanctions regimes and laws, both those currently in effect and those that may be enacted in the future. Please be aware that, in accordance with applicable sanctions legislation, we may be required to undertake specific actions, which may include, but are not limited to, the freezing of funds held for parties and individuals subject to these sanctions.

3. Conflicts of Interest

We have established procedures for managing conflicts and strive to prevent any conflicts of interest. However, in situations where a conflict is unavoidable, we will provide a comprehensive explanation of the circumstances and handle the matter in a manner that ensures no party is disadvantaged. The insurance market is intricate, and there may be additional relationships not detailed here that could lead to conflicts of interest. Regardless of the situation, our priority is to act in your best interests. If a conflict occurs for which no feasible resolution exists, we will withdraw from the situation unless you choose to allow us to continue representing you, in which case we will require your written consent.

4. Complaints

If you have any concerns regarding our services, please address them initially with the individual responsible for managing your account.

5. Termination

Our services can be concluded by either party with a written notice of one month to the other, or as mutually agreed upon. Should you choose to terminate our services, we will be entitled to collect all fees or brokerage due (regardless of whether we have received them) related to contracts that we have facilitated.

6. Amendments

You acknowledge that we reserve the right to modify this document by providing you with either a written notice of amendment or a new Terms of Business Agreement. Any changes will be applicable to any service transaction conducted by us following the notification of the amendment and may become effective either immediately or on a date specified in the notice. Nevertheless, we will ensure that you receive a minimum of ten business days' notice prior to any changes.

7. Third Party Rights

No provision of this Agreement is intended to be enforceable by any third party unless we have mutually agreed in writing to the contrary.

IX. Enforcement clauses

1. Language

This Agreement is made in English and Vietnamese. In the event of any discrepancy between the English and Vietnamese wordings, the Vietnamese wordings shall prevail.

2. Governing Law

This Agreement, outlining the terms of our relationship with you, shall be governed by and interpreted in accordance with the laws of Vietnam. Any disputes arising from this Agreement will fall under the exclusive jurisdiction of the appropriate courts in Vietnam.

Date: 28 August 2024

INDOCHINE INSURANCE BROKERS JSC

7thF, Hanoi Tourist Tower, 18 Ly Thuong Kiet, Hoan Kiem, Ha Noi, Viet Nam

Tel: (84) 024.3266.6119

Website: https://iib.com.vn