IMPORTANT: It is important for you to review this Policy in its entirety carefully, including Section 1. This Policy is a contract of insurance between you and us. Your Policy contains all the details of the cover that we provide. This Policy consists of and must be read together with the Declarations page, any Endorsements, and any annexures that are attached.
Where loss resulting from a breach that arises out of a cyber event or technology error is otherwise covered under this Policy, then the loss will be payable, subject to all other terms, conditions and exclusions of this Policy.
The Sections of this Policy are identified by the blue lines across the page with white upper-case print, these are for information purposes only and do not form part of the cover given by this Policy. Terms in bold upper-case print are references to specific Insuring Clauses, Sections, or Conditions. Other terms in bold lower-case print are defined terms and have a special meaning as set forth in the Definitions section and elsewhere. Words stated in the singular will include the plural and vice versa.
In consideration of the premium and in reliance upon the information that you provided to us prior to the commencement of this insurance, we agree to provide the cover as set out below.
We agree to pay on your behalf all loss which you become legally or contractually obliged to pay as a result of a buyer's claim or tax indemnity claim first made against you during the period of the policy. We will also pay costs and expenses on your behalf.
The maximum amount payable by us will not exceed the aggregate limit of liability.
We will only pay for that part of all covered loss that exceeds the basket. However, if the basket is less than the minimum allowable basket, then we will only pay for that part of all loss that exceeds the minimum allowable basket.
The amount of loss we pay will be reduced by any amounts recoverable by you, the target or the buyer, including any tax benefit or any other credit, payment or recourse against any other insurance policy directly relating to the claim or loss.
We may at any time pay to you in connection with any claim the amount of the aggregate limit of liability (after deduction of any amounts already paid). Upon that payment being made we will relinquish the conduct and control of the claim and be under no further liability in connection with that claim.
We will only be liable for that part of all costs and expenses that exceeds the deductible. You will reimburse us upon our request for that part of any costs and expenses which falls within the amount of the deductible. [Note: typically deductibles are $20,000 but may vary depending on your policy]
1. "Acquisition agreement" means
the acquisition agreement stated in the Declarations page, including all its respective appendices, exhibits, annexes and other attachments.
2. "Actual knowledge" means
actual personal knowledge of a particular fact, matter, circumstance, event or condition, including any particular fact, matter, circumstance, event or condition disclosed, defined, referenced or referred to in the insurance application or in connection with this Policy. Where any named insured or additional insured is a corporate entity, corporation, trust or partnership, “actual knowledge”, will refer to the actual personal knowledge of a particular fact, matter, circumstance, event or condition of the directors, partners or trustee of the relevant named insured or additional insured (as the case may be).
"Actual knowledge" does not include any constructive, implied or imputed knowledge.
3. "Additional insured" means
the entity or individual named as the additional insured in the Declarations page.
4. "Aggregate limit of liability" means
the maximum amount payable by us as stated in the Declarations page, in respect of all claims under this Policy.
5. "Basket" means
the monetary threshold amount of loss and damages that must be incurred before the buyer is entitled to any indemnification under the terms of the acquisition agreement in respect of the insured obligations.
6. "Breach" means
any breach of or inaccuracy in, or matter giving rise to a claim under, the insured obligations.
7. "Business days" means
any day other than a Saturday, Sunday or public holiday in the state of the address of the named insured as stated in the Declarations page.
8. "Buyer" means
the buyer stated in the Declarations page, including its assigns, and successors.
9. "Buyer's claim" means
a demand or legal action brought against you by the buyer for money as a result of an actual or alleged breach.
10. "Claim" means
a buyer’s claim or tax indemnity claim
11. "Claims managers" means
the claims managers stated in the Declarations page.
12. "Closing" means
the closing of the transaction in accordance with the terms and conditions of the acquisition agreement.
13. "Computer systems" means
all electronic computers including operating systems, software, hardware, microcontrollers and all communication and open system networks and any data or websites wheresoever hosted, off-line media libraries and data back-ups and mobile devices including but not limited to smartphones, iPhones, tablets or personal digital assistants.
14. "Costs and expenses" means
reasonable and documented third party legal and professional expenses (including disbursements and applicable sales tax or other similar tax) reasonably incurred by you with our prior written agreement (which will not be unreasonably withheld, conditioned or delayed) in the investigation, settlement, defence or appeal of any claim as a direct result of a breach.
15. "Cyber event" means
any actual or suspected unauthorized access to or electronic attack designed to damage, destroy, corrupt, overload, circumvent or otherwise impair the functionality of any computer systems, including denial of service attack, cyber terrorism, hacking attack, Trojan horse, phishing attack, man-in-the-middle attack, application-layer attack, compromised key attack, malware infection (including spyware or ransomware) or computer virus.
16. "Declarations letter" means
the letter which is specified as the declarations letter in the Declarations page and which is signed and executed by the named insured and dated on or around the inception date.
17. "Deductible" means
the amount stated as the deductible in the Declarations page.
18. "Discoverable intellectual property" means
any:
a. patent, trademark, copyright or mask work used by, licensed to, licensed by, or registered in the name of the target or its subsidiaries; or
b. pending application or registration of a. above;
which is;
a. the subject of or relates to any insured obligation or which will be conveyed, transferred, assigned or licensed as a result of the consummation of the transaction contemplated in the acquisition agreement; and
b. disclosed or referenced, as at the effective date, on the applicable registry of any patent, trademark or copyright office.
19. "Discoverable lien" means
any lien, including a UCC lien, or security interest disclosed, as at the effective date, in the registry of the secretary of state, local filing office, county recorder of deeds' office, clerk of courts office or state tax office, with respect to where the target:
a. was incorporated or registered following a statutory conversion;
b. has its principal place of business; or
c. has assets or real property.
For the purposes of this Definition and without prejudice to its generality:
a. if the target is a body corporate or partnership, then "target" will refer to the name of the body corporate or partnership, its subsidiaries (if relevant and if transferred or conveyed under the acquisition agreement), and any name by which the body corporate or partnership or its subsidiaries were known by in the past 5 years prior to closing;
b. if the target is being conveyed pursuant to an asset sale, then "target" will refer to the assets being so conveyed;
c. applicable searches of registries listed in this Definition will be deemed to have been undertaken to include:
i. the registered name, trading name or prior name of the target;
ii. the name of the business being sold or conveyed, if the name is different from i. above;
iii. name variations of the search terms used in respect of i. and ii. of this part c., including syntax variables “F/K/A”, “D/B/A”, “&”, “and”;
iv. the name of the named insured and the additional insureds, including in respect of searches for any tax liens; and
v. the name used by the target for the purposes of filing its tax returns.
20. "Effective date" means
the date upon which any of the insured obligations are given, or deemed to be given, by you to the buyer under the acquisition agreement.
21. "Enterprise value" means
the enterprise value stated in the Declarations page.
22. "Escrow agreement" means
the agreement between:
a. you;
b. the buyer; and
c. the entity responsible for managing and regulating in accordance with the agreement, the total amount deposited by you in an account held in the entity's name on your behalf, including all interest, dividends, income, capital gains or other amounts earned or derived from the total amount deposited.
23. "Excluded obligations" means
a. any representation, warranty or indemnity contained in the acquisition agreement that is stated as an excluded obligation in the Declarations page;
b. any forward-looking obligation; or
c. any representation, warranty or indemnity implied (including under statute) in connection with the transaction(s) contemplated in the acquisition agreement or a representation, warranty or indemnity that is not explicitly contained in the acquisition agreement.
24. "Expiry date" means
the expiry date stated in the Declarations page.
25. "Forward-looking obligation" means
any statement, representation, warranty, indemnity or guarantee relating to the:
a. future performance of the target; or
b. outcome of a future event, fact, matter or circumstance;
26. "Inception date" means
the inception date stated in the Declarations page.
27. "Insurance application" means
the application form, including any supplemental materials supplied by you or your insurance broker in support of the application for insurance.
28. "Insured obligations" means
the representations and warranties contained in the acquisition agreement given as at the effective date that are stated as insured obligations in the Declarations page.
"Insured obligations" does not include any excluded obligations or any forward-looking obligation.
29. "Loss" means
the actual damages you are legally or contractually obliged to pay arising from a claim.
30. "Minimum allowable basket" means
an amount equal to 0.5% of the enterprise value.
31. "Named insured" means
the entity or individual named as the named insured in the Declarations page.
32. "Period of the policy" means
the period between the inception date and the expiry date.
33. "Pollutants" means
any solid, liquid, gaseous, radiological or thermal irritant, toxic or hazardous substance, or contaminant including, but not limited to smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste materials, including recycled, reconditioned or reclaimed materials.
34. "Premium" means
the amount stated as the premium in the Declarations page.
35. "Target" means
the business, entity or assets stated as the target in the Declarations page, including any entity that is controlled by the target and which will be transferred as a result of the transaction contemplated in the acquisition agreement.
36. "Tax indemnity" means
the indemnity contained in the acquisition agreement relating to tax that is stated as the tax indemnity in the Declarations page, other than any excluded obligations
37. "Tax indemnity claim" means
any claim or matter giving rise to a claim under the tax indemnity.
38. "Technology error" means
any:
a. unintentional human error in entering, processing or amending electronic data within any computer systems or in the upgrading, maintenance or configuration of any computer systems; or
b. application bug, internal network failure, external network failure or hardware failure directly impacting any computer systems which renders them incapable of supporting their normal business function;
that does not arise directly or indirectly out of any cyber event.
39. "We/our/us" means
the underwriters stated in the Declarations page.
40. "You/your" means
the named insured and any additional insured.
Acquirecover does not cover fraud committed by the seller. This is an important consideration as a buyer of the business. If covering fraud is your concern, do not use this policy. This policy is for honest business people who are unaware of anything that would jeopardize their reps and warranties contract.
If you make a claim, we will not make any payment under this Policy for:
1. Accounts receivable
for any amounts arising out of or resulting from the failure or inability to collect or recover any accounts receivable of the target.
2. Actual knowledge prior to the effective date
arising out of a particular fact, matter, circumstance, event or condition of which you had actual knowledge before the relevant effective date.
3. Adjustment provisions
for any amounts adjustable, claimable, claimed, payable or paid in connection with any purchase price adjustment provisions in the acquisition agreement.
Without limitation for the purposes of this Exclusion, a “purchase price adjustment” includes adjustments to the target's working capital, indebtedness, cash and cash equivalents and transaction expenses for the period up to closing.
4. Anti-sandbagging
for any breach that the buyer, its respective officers, employees, counsel or other representatives had knowledge of on or before the relevant effective date and which the buyer would otherwise have been entitled to make a claim for under the acquisition agreement or applicable state law.
5. Asbestos, PCBs and PFAS
arising directly or indirectly out of any form of asbestos, polychlorinated biphenyls (PCBs) or perfluoroalkyl and polyfluoroalkyl substances (PFAS) by whatever chemical name designated, including materials or products containing these substances, or any actual or alleged existence of or exposure to these substances.
6. Assignment of liabilities
arising directly or indirectly out of any failure to settle all amounts outstanding or to assign any liabilities of the target prior to closing in accordance with the acquisition agreement.
7. Biometric data
arising directly or indirectly out of any actual or alleged failure to comply with any local, state, provincial, federal or foreign law or regulation relating to or in connection with the collection, use, safeguarding, handling, storage, retention, destruction, disclosure or permission or consent to collect any biometric identifier, biometric data or biometric information, including the retina, iris, scans, fingerprints, voiceprints or hand or face geometry.
8. Buyer's defense costs
for any costs or expenses incurred by a third party in connection with a claim unless such costs or expenses constitute part of a settlement, as agreed by us, or order of a court of competent jurisdiction.
9. Certificate of good standing
arising out of any breach which would have been disclosed in, or would be reasonably apparent:
a. in the certificate of good standing of the target; or
b. as a consequence of the target not having a certificate of good standing;
as at the effective date.
10. Condition of assets
arising directly or indirectly out of any amount attributable to wear and tear of assets, property, plant or equipment.
11. Disclosures under the acquisition agreement
for any:
a. breach; or
b. fact, matter or circumstance which results in a breach;
that has been disclosed under the acquisition agreement.
12. Discoverable liens and intellectual property
for any breach to the extent such breach:
a. relates to a discoverable lien; or
b. would be reasonably apparent on the face of any search results in connection with discoverable intellectual property immediately prior to the effective date.
13. Dishonest acts
arising directly or indirectly out of any of the following as determined by final adjudication, arbitral tribunal, or written admission:
a. any dishonest or fraudulent act or omission committed by you;
b. any act committed by you which employs any device, scheme or artifice to defraud; or
c. any statement made by you which you had actual knowledge was untrue.
14. Double recovery
for any loss where such loss has already been paid under this Policy.
15. Environmental remediation
arising directly or indirectly out of any obligation, request, demand, order or statutory or regulatory requirement that the target test for, monitor, clean up, remove, contain, treat, neutralize, protect against or in any other way respond to the actual, alleged or threatened presence of pollutants.
16. Non-monetary relief
for injunctive, equitable or other non-monetary relief.
17. Other insurance
for which you, the target or the buyer are entitled to indemnification under any other insurance except for:
a. any additional sum which is payable over and above the other insurance where that insurance has been declared to us in the insurance application; or
b. any contribution that we are obliged to make by law and that contribution will be in proportion to the indemnity available under the other insurance policies.
18. Pensions
for any amounts relating to:
a. the operation, underfunding or administration of any pension plan or employee stock ownership plan (ESOP); or
b. a breach of any legislation or regulation relating to the operation, underfunding or administration of any pension plan or ESOP (including the Employee Retirement Income Security Act of 1974 or any subsequent amendments to this Act and any ERISA liens).
19. Prior and pending litigation
arising directly or indirectly out of:
a. any litigation, investigation or other proceeding that commenced or is pending on or before the inception date; or
b. the same, or substantially the same fact, circumstance, situation, event, transaction or any other matter which is the subject of or alleged in the litigation, investigation or other proceeding in a. above.
20. Push-out elections
arising directly or indirectly out of any tax that relates to an "imputed underpayment" to the extent that the tax would not have been imposed on an entity if an election:
a. described in Section 6226(a) of the Internal Revenue Code of 1986 (the "Code"), as amended had been made with respect to the imputed underpayment; or
b. described in Code section 6221(b) or any similar state or local provision, had been made with respect to the applicable tax period before closing.
21. Sanctions
or will be deemed to provide any cover, to the extent that the provision of such payment or cover will expose us to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of Australia, Canada, the European Union, United Kingdom or United States of America.
22. Small Business Administration loans
arising directly or indirectly out of any laws, rules and regulations relating to loans advanced and financial assistance rendered under the Paycheck Protection Program, the CARES Act or in connection with a program of the Small Business Administration.
23. Specific indemnities
for any breach which was disclosed:
a. under the acquisition agreement; or
b. in connection with the transactions contemplated in, and the diligence undertaken prior to, the consummation of the acquisition agreement;
and which was specifically indemnified under the acquisition agreement.
24. Tax relief, tax credit, tax assets or tax losses
arising directly or indirectly out of the non-availability of the target's tax relief, tax credits, tax assets or tax losses.
25. Unaudited financial statements represented to an audit standard
arising directly or indirectly out of any insured obligation which warrants or represents that the financial statements of the target:
a. “fairly present in all material respects” or any other similar expression, the target's financial position; or
b. have been prepared in accordance with audit standards (including GAAP).
However, this Exclusion will not apply if the financial statements for the accounting period to which the insured obligation relates were in fact audited by a suitably qualified auditor and the opinion of such auditor was unqualified.
26. Uninsurable fines
for fines, penalties, civil or criminal sanctions, and for multiple, punitive or exemplary damages, unless insurable by law.
1. What you must do in the event of a claim
If you become aware of any claim, you must:
a. notify the claims managers as soon as is reasonably practicable and follow their directions. This notification must be made no later than the end of any applicable extended reporting period;
b. not admit liability for or settle or make or promise any payment or incur any costs and expenses without our prior written agreement (which will not be unreasonably withheld);
c. provide us with all material information relating to the claim and your good faith estimate of the actual or expected loss, and continue to provide us with this information until the claim is settled. You must also permit us to attend any meetings between you and the buyer or, at our request, provide us with a copy of the subject matter of any meeting between you and the buyer that we do not attend;
d. permit us to review and take copies of your records relating to the claim and correspond with your representatives; and
e. provide us with any other information or assistance that we may reasonably request relating to the claim.
If due to an emergency, our written consent cannot reasonably be obtained prior to costs and expenses being incurred with respect to any claim under this Policy, we will give retrospective approval for those costs and expenses incurred up to an amount equal to 50% of the deductible, which will be part of and not in addition to the aggregate limit of liability.
2. Acquisition agreement
The acquisition agreement may not be amended without our prior written agreement (which will not be unreasonably withheld, delayed or conditioned).
3. Agreement to pay claims (duty to defend)
We have the right and duty to take control of and conduct in your name the investigation, settlement, or defense of any claim. Except as provided for in CONDITION 4, we will not have any duty to pay costs and expenses of any part of a claim that is not covered by this Policy. We will endeavor to settle any claim through negotiation, mediation, or some other form of alternative dispute resolution.
We will not settle any claim without your consent. If you refuse to consent to a settlement that we recommend and that the claimant will accept, you must then defend, investigate or settle the claim at your own expense. As a consequence of your refusal, our liability for any claim will not be more than the amount for which the claim could have been settled had you consented, plus any costs and expenses incurred prior to the date of your refusal.
4. Allocation
In the event a claim includes both allegations, persons or matters that are covered under this Policy and allegations, persons or matters that are not covered under this Policy, then you and we will determine and agree a fair and reasonable allocation of the amounts payable under the claim, including costs and expenses and any judgment or settlement amounts. If you and we cannot agree a fair and reasonable allocation an independent expert will be appointed to determine the allocation. The cost of the independent expert will be paid for by us. The allocation determined by the independent expert will be based upon written submissions only and will be final and binding. The independent expert will be mutually agreed between you and us but if you and we cannot agree on the independent expert then the matter will be referred to mediation or arbitration in accordance with the American Arbitration Association under its Commercial Mediation Procedures or any subsequent amendments to these procedures. The cost of the mediation or arbitration proceeding will be allocated between you and us by the appointed mediator or arbitrator.
5. Assignment
The assignment of this Policy will not be valid except with our prior written agreement (which will not be unreasonably withheld).
6. Cancellation
This Policy is non-cancellable other than in accordance with CONDITION 7.
7. Conditions precedent to our liability
The following are conditions precedent to our liability under this Policy:
a. closing having occurred;
b. our receipt of the declarations letter, signed and executed by you; and
c. payment of the premium within 30 business days of the inception date. Payment of the premium to your broker within 30 business days of the inception date will be deemed to be payment made to us.
If any of a. to c. above are not met we reserve the right to cancel and void this Policy with effect from the inception date.
8. Disclosure of the policy to a third party
You must not disclose this Policy (or any part thereof) or its existence to any third party without our prior written agreement, unless the disclosure is:
a. required by any legal or regulatory provision; or
b. to your professional advisers, the buyer or any relevant escrow agent, provided your professional advisers, the buyer or the escrow agent do not disclose the existence of this Policy to any third party without our prior written agreement, except as required by any legal or regulatory provision.
In the event you must disclose this Policy as a part of discovery relating to any litigation of a claim, you must notify us of the disclosure as soon as is reasonably practicable.
9. Dispute resolution
All disputes or differences between you and us that are referred to mediation or arbitration will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page.
In respect of any arbitration proceeding we will follow the New York International Arbitration Center (NYIAC) rules, the rules of which are deemed incorporated into this Policy by reference to this Condition. Unless the applicable arbitration association rules state otherwise, a single arbitrator will be appointed who will be mutually agreed between you and us. If you and we cannot agree on a suitable appointment then we will refer the appointment to the applicable arbitration association.
Nothing in this Condition is intended to remove your rights under CONDITION 17. However, if a determination is made in any mediation, CONDITION 17 is intended only as an aid to enforce this determination.
10. Escrow claims
In respect of that part of any loss resulting from a claim that is subject to the escrow agreement, it is a condition precedent to our liability under this Policy that you have available to you and maintain, the right to contest, dispute or challenge the claim.
11. Extended reporting period
An extended reporting period of 15 days following the expiry date will be automatically granted at no additional premium. This extended reporting period will cover, subject to all other terms, conditions and exclusions of this Policy, any claim first made against you during the period of the policy and reported to us during this extended reporting period.
No claim will be accepted by us in this 15 day extended reporting period if you are entitled to indemnity under any other insurance, or would be entitled to indemnity under such insurance if its aggregate limit of liability was not exhausted.
12. Insurance application warranty
You agree that all statements made by you in the insurance application are your agreements and representations to us and the Policy is issued in reliance upon that information. The misrepresentation or non-disclosure of any matter by you or your agent will render this Policy null and void and relieve us from all liability under this Policy.
13. Maintenance of records
You must maintain all records relating to this Policy, the transaction stated in the acquisition agreement and the acquisition agreement itself including related documents uploaded to the virtual data room relating to the transaction, for a period of 90 business days following the settlement of all claims under this Policy or the resolution of all disputes.
14. Our rights of recovery
If we make any payment under this Policy and you have any right of recovery against a third party in respect of this payment, then we will maintain this right of recovery. You will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right.
We will not exercise any rights of recovery against any employee of yours or the target, unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the employee.
Any recoveries will be applied as follows:
a. towards any recovery expenses incurred by us;
b. then to us up to the amount of our payment under this Policy, including costs and expenses;
c. then to you.
15. Payment of loss
We confirm that we will pay any and all amounts payable by us to you under this Policy to such account as notified to us by any named insured or additional insured from time to time and you irrevocably agree and confirm that payment of such amounts due under this Policy to such account will constitute full discharge of our obligations solely in respect of and relating to such payment made by us to you.
16. WAIVER OF JURY TRIAL
YOU AND WE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT YOU AND WE MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS POLICY, INCLUDING ANY EXHIBITS, SCHEDULES, APPLICATIONS AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
YOU AND WE CERTIFY AND ACKNOWLEDGE THAT:
a. YOU OR WE WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION;
b. YOU AND WE HAVE CONSIDERED THE IMPLICATIONS OF THIS WAIVER;
c. YOU AND WE MAKE THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND
d. YOU AND WE HAVE DECIDED TO ENTER INTO THIS POLICY IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
17. Choice of law, jurisdiction and service of suit
In the event of a dispute between you and us regarding this Policy, the dispute will be governed by the laws of the State of the United States of America shown as the choice of law stated in the Declarations page. We agree, at your request, to submit to the jurisdiction of a court of competent jurisdiction within the United States of America.
Nothing in this Condition constitutes or should be understood to constitute a waiver of our rights to commence an action in any court of competent jurisdiction in the United States of America, to move an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States of America or the laws of any State of the United States of America.
It is further agreed that service of process in such suit may be made upon the representative stated in the Declarations page and that in any suit instituted against us, we will abide by the final decision of such court or of any appellate court in the event of an appeal. The representative stated in the Declarations page is authorized and directed to accept service of process on our behalf in any such suit and, at your request, to give a written undertaking to you that they will enter a general appearance on our behalf in the event such suit is instituted.
Additionally, in accordance with the statute of any state, territory or district of the United States which makes such a provision, we hereby designate the Superintendent, Commissioner or Director of Insurance or other officer specified for that purpose in the statute, or his successor or successors in office, as our true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by you arising out of this Policy. The representative stated in the Declarations page is hereby designated as the person to whom the above-mentioned officer is authorized to mail such process or a copy thereof.
AcquireCover is underwritten by CFC Underwriting Limited who is authorized and regulated by the United Kingdom Financial Conduct Authority (FCA). CFC Underwriting Limited’s Firm Reference Number at the FCA is 312848. These details may be checked by visiting the Financial Conduct Authority website at https://register.fca.org.uk/. Alternatively, the Financial Conduct Authority may be contacted on +44 (0)20 7066 1000.
CFC is covered by the Financial Services Compensation Scheme (FSCS). You may be entitled to compensation from the scheme if we cannot meet our obligations to you in respect of insurance policies that we have underwritten on behalf of insurers. This depends on the type of business and the circumstances of the claim. In respect of general insurance business the FSCS will cover 90% of the claim, without any upper limit and for compulsory classes of insurance, the FSCS will cover 100% of the claim, without any upper limit. Further information about compensation scheme arrangements is available from the FSCS.
We collect and use relevant information about you to provide you with your insurance cover or the insurance cover that benefits you and to meet our legal obligations. Where you provide us or your agent or broker with details about other people, you must provide this notice to them.
The information we collect and use includes details such as your name, address and contact details and any other information that we collect about you in connection with the insurance cover from which you benefit. This information may include more sensitive details such as information about your health and any criminal convictions you may have.
In certain circumstances, we may need your consent to process certain categories of information about you (including sensitive details such as information about your health and any criminal convictions you may have). Where we need your consent, we will ask you for it separately. You do not have to give your consent and you may withdraw your consent at any time. However, if you do not give your consent, or you withdraw your consent, this may affect our ability to provide the insurance cover from which you benefit and may prevent us from providing cover for you or handling your claims.
The way insurance works means that your information may be shared with, and used by, a number of third parties in the insurance sector for example, insurers, agents or brokers, reinsurers, loss adjusters, sub-contractors, regulators, law enforcement agencies, fraud and crime prevention and detection agencies and compulsory insurance databases. We will only disclose your personal information in connection with the insurance cover that we provide and to the extent required or permitted by law.
We will process individual insured’s details, as well as any other personal information you provide to us in respect of your insurance cover, in accordance with our privacy notice and applicable data protection laws.
To enable us to use individual insured’s details in accordance with applicable data protection laws, we need you to provide those individuals with certain information about how we will use their details in connection with your insurance cover.
You agree to provide to each individual insured this notice, on or before the date that the individual becomes an individual insured under your insurance cover or, if earlier, the date that you first provide information about the individual to us.
We are committed to using only the personal information we need to provide you with your insurance cover. To help us achieve this, you should only provide to us information about individual insureds that we ask for from time to time.
You have rights in relation to the information we hold about you, including the right to access your information. If you wish to exercise your rights, discuss how we use your information or request a copy of our full privacy notice, please contact us directly at enquiries@cfcunderwriting.com.
For more information about how we use your personal information please see our full privacy notice.
