Corporate Distributor Agreement€¦ · Web viewTitle: Corporate Distributor Agreement Author:...

Corporate Distributor Agreement

1 INTRODUCTION...........................................................................................................1

2 RECITALS:....................................................................................................................1

3 INTERPRETATION.......................................................................................................1

4 APPOINTMENT............................................................................................................4

5 AFS LICENSEE’S OBLIGATIONS................................................................................4

5.1 Corporations Act 2001 (Cth) Law Compliance.......................................................4

5.2 Conduct of AFS Licensee......................................................................................4

5.3 Professional Indemnity Coverage..........................................................................4

6 REMUNERATION.........................................................................................................5

7 DISTRIBUTOR OBLIGATIONS....................................................................................5

7.1 Warranty on information provided to the AFS Licensee.........................................5

7.2 Obligations of the Distributor..................................................................................5

7.3 Limitation of Distributor’s Authority.........................................................................7

7.4 Directions from AFS Licensee...............................................................................7

7.5 Conduct of Distributor............................................................................................7

7.6 Confidential Information.........................................................................................8

7.7 Copyright................................................................................................................9

7.8 Indemnity...............................................................................................................9

7.9 Insurance...............................................................................................................9

8 TERMINATION...........................................................................................................10

9 MISCELLANEOUS......................................................................................................12

9.1 Goods and Services Tax......................................................................................12

9.2 Costs and Stamp Duty.........................................................................................12

9.3 Notice...................................................................................................................13

9.4 Governing Law.....................................................................................................13

9.5 General................................................................................................................13

9.6 Further Assurances..............................................................................................14

10 DISPUTE RESOLUTION.........................................................................................14

10.1 Good Faith...........................................................................................................14

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CORPORATE DISTRIBUTOR AGREEMENT

1 INTRODUCTIONThis AGREEMENT is made on the

BETWEEN

(“AFS Licensee”,”We”,”Us”,”Our”) AFS Licence No.

AND

(“The Distributor” “You”,”Your”) A.B.N. / A.C.N.

2 RECITALS:1.1.1 We are licensed under the Corporations Act 2001 (Cth) and the Corporations

Regulations and associated Class Orders (The Act).

1.1.2 You have made an application to Us to be appointed as a Distributor of Ours.

1.1.3 We have agreed to appoint You accordingly.

1.1.4 The Parties have agreed to enter into this Agreement to evidence the terms and

conditions under which You will act as a Distributor of Ours.

3 INTERPRETATION1.1.5 Unless otherwise required by the context of the subject matter:

1.1.6 “Advice” means an express or implied (direct or indirect) recommendation or

opinion that is intended to influence a person in relation to a Financial Product.

1.1.7 “AFS” means Australian Financial Services.

1.1.8 “AFS Licensee’s Obligations” means the covenants, agreements and obligations

contained or implied in this Agreement or imposed by law to be observed and

performed by Us;

1.1.9 “Agreement” means this agreement as amended, supplemented or varied from

time to time;

1.1.10 “Applicable Laws” means legislation and any principle of common law or equity,

which relates to any matter contemplated by this Agreement. A reference to

“legislation” includes: Acts of any Australian Parliament, and any subordinate or

delegated legislation made pursuant to those Acts; and any code, Regulatory

Guide, circular or guideline (however described) that has been issued, adopted or

approved by a Regulator, as amended or replaced from time to time.

1.1.11 “Appointment” means the appointment of You as a Distributor of the AFS Licensee

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1.1.12 “Approved List” means the list of Products and Insurers as stated in Schedule A.

1.1.13 “ASIC” means the Australian Securities and Investments Commission;

1.1.14 “Authority” means the document headed Schedule B in this Agreement.

1.1.15 “Business Day” means a day which banks are open for general banking business

in Error: Reference source not found excluding Saturdays, Sundays and Public

Holidays.

1.1.16 “Calendar year” means the period starting on 1 January (or the date this

Agreement starts in respect of the first year) and ending on 31 December

(inclusive)

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1.1.17 “Client” means a person to whom You provide a service as our Distributor

pursuant to this Agreement.

1.1.18 “Client Files” means all information including data collection forms, client details,

working papers, notes, research and correspondence to which You have access

(whether hard copy, in electronic form or otherwise) relating to any client to whom

You have provided Dealing services to under and during the term of this

Agreement;

1.1.19 “Commencement Date” is the date set out in Schedule A.

1.1.20 “Confidential Information” includes any of the trade secrets, secret or confidential

operations, processes or dealings of Ours and any information concerning the

organisation, business, finances, clients, suppliers, employees, transactions and

affairs of Ours which may come to Your knowledge;

1.1.21 “Continuing Education Training” means Our Training Policy and Procedures

including continuing education sessions conducted, arranged, recommended or

facilitated by Us including technical workshops, professional development days

and research seminars;

1.1.22 “Dealing” has the same meaning as stipulated in The Act.;

1.1.23 “Distributors Obligations” means the covenants, agreements and obligations

contained or imposed by law to be observed and performed by You;

1.1.24 “Distributor” means an Insurance Distributor as defined in S910A of The Act.

1.1.25 “Financial Product” has the same meaning as stipulated in The Act

1.1.26 “Financial Services Business” means providing Advice or Dealing in Financial

Products.

1.1.27 “FSG” means Financial Services Guide as outlined in The Act.

1.1.28 “Intellectual Property” includes all copyright, all rights in relation to inventions

(including patent rights) registered and unregistered trademarks (including service

marks), registered designs and circuit layouts and all other rights resulting from

intellectual activity on the industrial, scientific, literary or artistic fields.

1.1.29 “Party” means a party to this Agreement;

1.1.30 “Portfolio” means all insurance policies for clients that have been introduced by

You to US.

1.1.31 “Representatives” means those people duly appointed by You pursuant to

Schedule B.

1.1.32 “Schedule” means the Schedules to this Agreement;document.doc 9/07/2020 5:38 AM Page 3 of 18


1.1.33 Terms defined in The Act have the same meaning when used in this Agreement.



1.1.34 In this agreement headings and boldings are for convenience only and do not

affect the interpretation of this Agreement and, unless the context otherwise

requires:

1.1.35 Words importing the singular include the plural and vice versa;

1.1.36 Words importing a gender include any gender;

1.1.37 Other parts of speech and grammatical forms of a word or phrase defined in this

Agreement have a corresponding meaning

1.1.38 A reference to a part, clause, party, annexure, exhibit or schedule is a reference to

a part and clause of, and a party, annexure, exhibit and schedule to, this

Agreement and a reference to this Agreement includes any annexure, exhibit and

schedule;

1.1.39 A reference to a statute, regulation, proclamation, ordinance or by-law includes all

statutes, regulations, proclamations, ordinances or by-laws amending,

consolidating or replacing it, and a reference to a statute includes all regulations,

proclamations, ordinances and by-laws issued under that statute;

1.1.40 A reference to a document includes all amendments or supplements to, or

replacements or novations of, that document;

1.1.41 A reference to a party to a document includes that party’s successors and

permitted assigns;

1.1.42 No provision of this Agreement will be construed adversely to a party solely on the

ground that the party was responsible for the preparation of this Agreement or that

provision;

1.1.43 A reference to liquidation includes official management, appointment of an

administrator, compromise, arrangement, merger, amalgamation, reconstruction,

winding-up, dissolution, assignment for the benefit of creditors, scheme,

composition or arrangement with creditors, insolvency, bankruptcy, or any similar

procedure or, where applicable, changes in the constitution of any partnership or

person, or death;

1.1.44 “Includes” means includes without limitation and “include” and “including” have

corresponding meanings;

4 APPOINTMENT1.1.45 This Agreement will commence on the Commencement Date and will continue for

the “Term of Appointment” specified in Schedule A.



5 AFS LICENSEE’S OBLIGATIONS5.1 Corporations Act 2001 (Cth) Law Compliance1.1.46 We will, following the execution of this Agreement, issue the Schedule B Authority

to You.

1.1.47 We confirm consent for the Distributor to appoint the Representatives as detailed

in Schedule B as representatives of Ours as provided for in Legislative Instrument

15-682.

5.2 Conduct of AFS LicenseeWe will:

1.1.48 Not market directly to clients serviced by You unless You give prior written

approval.

1.1.49 Pay all costs associated with training, monitoring and supervising and any other

operational obligations or requirements of Ours.

5.3 Professional Indemnity Coverage1.1.50 Where requested by the Distributor and agreed to by Us as shown in Schedule A,

we will include the Distributor as a named insured under our Professional

Indemnity policy (Policy). The cost for this coverage to the Distributor is as

Specified in Schedule A.

1.1.51 It is noted and agreed that the coverage provided by Our Policy does not include

cover for any acts or omissions of the Distributor that occurred prior to the

commencement of this Agreement or for any acts or omissions of the Distributor

reported after the termination of this Agreement.

1.1.52 It is further noted and agreed that the coverage provided by Our Policy does not

include cover for any acts or omissions of the Distributor where the Distributor is

acting as an Authorised Representative with other Licensees and such acts or

omissions are unable to be attributed to a specific Licensee.

6 REMUNERATION1.1.53 We will pay You Remuneration for the servicing of clients as formally agreed

between the parties from time to time.

1.1.54 It is agreed that income is not earned from a client until such time as the client has

fully paid to Us the invoice to which the income relates.

1.1.55 You will pay Us Remuneration for the provision of management and other support

services as formally agreed between the parties from time to time.document.doc 9/07/2020 5:38 AM Page 6 of 18


1.1.56 We may deduct any amounts owed by You to Us from any Remuneration payable

to You.

1.1.57 All Remuneration will be paid to the other party within the timeframe stipulated in

Schedule A.

1.1.58 Payment of Remuneration to You directly by an Insurer or by a Client constitutes

payment by Us.

1.1.59 All amounts payable to You under this Agreement are exclusive of any GST

liability which may arise.

1.1.60 If We are obliged by law to deduct or withhold any income or other tax then We

may deduct this amount from the amount payable to You.

1.1.61 Any income that We earn from Insurer Incentive Payments, Buying Group Rebates

and Interest on Client Funds are specifically excluded from the calculation of the

remuneration that We will pay You.

7 DISTRIBUTOR OBLIGATIONS7.1 Warranty on information provided to the AFS Licensee1.1.62 You warrant to Us that all the information given by You to Us to enable Us to

determine whether to appoint You as a Distributor was and remains true and

correct and that no information material to Our determination was omitted.

7.2 Obligations of the Distributor1.1.63 As the holder of an Appointment from Us, You will act for Us in connection with the

Financial Services Business carried on by Us on the terms and conditions set out

in this Agreement and in the Appointment.

1.1.64 You will provide all persons that You appoint to act under this Agreement with a

copy of Schedule B and ensure that all such persons understand and accept and

will comply with the requirements of Schedule B.

1.1.65 You acknowledge that the Appointment gives rise to a limited form of agency only

and is not to be construed in any way as a relationship of employer and employee,

or partnership between You and Us.

1.1.66 You will comply with all applicable laws relating to Your conduct as the holder of

an Authority from Us.

1.1.67 You will not do any act that might render the AFS Licence held by Us liable to be

prejudiced, suspended or revoked.



1.1.68 You will not describe yourself in such a manner as to give the impression that You

are a holder of an AFS Licence or associate yourself with or use a business name

that gives the impression that You are the holder of an AFS Licence, as distinct

from an Authority holder.

1.1.69 You will maintain professional indemnity insurance in accordance with any

relevant State Regulations or Federal legislation, regulations, orders etc.

1.1.70 You will not hold any monies in Your trust account on behalf of the Client.

1.1.71 You will:

notify Us immediately of any change of Your name, residential address or

business address;

on request by any person produce a copy of Your Authority, free of charge

and within 10 business days of receiving the request;

be at all times of good fame and character;

perform Your duties efficiently, honestly and fairly;

notify Us immediately if You become insolvent under administration, are

convicted of serious fraud or become incapable of managing Your affairs;

comply with any operating guidelines that We may publish from time to

time.

1.1.72 You will allow Us and any persons nominated by Us to conduct an inspection of all

of Your records (hard copy, electronic or otherwise) at Your place of business for

compliance with this Agreement and the provisions of the Corporations Act 2001

(Cth) (or for any other reasonable purpose determined by Us) upon giving not less

that twenty four hours prior notice to You and You will co-operate fully with Us

and/or our nominees during the conduct of any inspection.

1.1.73 You will, within forty-eight hours of receipt of written request from Us, provide to

Us the Client Files requested or otherwise provide to Us complete and legible

copies of the Client Files requested.

1.1.74 You will not engage in any spotter and referrer, Distributor or Authorised

Representative activity on behalf of any other AFS Licensee or Authorised

Representative without our written permission which will not be reasonably

withheld.

7.3 Limitation of Distributor’s Authority



1.1.75 You will not do any act as the holder of an Authority from Us that is not directly in

the course of the Financial Services Business carried on by Us.

7.4 Directions from AFS Licensee1.1.76 You will comply with any reasonable written requirement or direction given to You

from time to time by Us in relation to:

Your Representatives acquiring or maintaining a particular level of

qualification or experience;

enabling Us to supervise and administer the performance of the duties that

Your Representatives are required to perform by Us and to train Your

Representatives in relation to those duties; and

Your conduct and that of Your Representatives as outlined in clause 6.6

below.

7.5 Conduct of Distributor1.1.77 Prior to authorising any person as a Representative, provide that person with a

copy of our Financial Services Guide and the Schedule B Authority and retain a

copy of the Authority signed by that person noting that the person has read and

understood the scope and restrictions contained there in.

1.1.78 You and Your Representatives may, in the course of doing any act authorised by

this Agreement and Authority, only advise clients to use products and insurers that

are specified in Schedule A.

1.1.79 You and Your Representatives will not provide or hold out to provide any Financial

Services that You are not appointed to provide pursuant to this Agreement or

Authority except those relating to relationships with other AFS Licensees or

Authorised Representatives as approved by Us.

1.1.80 You will submit for approval all media, advertising, promotional and stationery

materials that relate to any activities to be performed relating to this Agreement

and Authority, to Us before printing or production can occur.

1.1.81 You will display on any relevant written material and disclose to Retail Clients the

following information when providing any service relating to this Agreement and

Authority:

Your name and business address;

The fact that You have been appointed and are acting as a Distributor for

Us.;



Our name and AFS Licence Number

Our business address, ACN and / or ABN

Details of your remuneration relating to the service being provided.

Details of our Dispute Resolution System.

A disclaimer regarding Your inability to provide financial product advice

1.1.82 You will comply with all business directives from Us including compliance and risk

management issues.

1.1.83 You will, upon request from any of Our officers, make available to Us all

documents belonging to You evidencing any Advice given by You relating to this

Agreement.

1.1.84 Your Representatives will attend continuing education and training each calendar

year as specified by Us and comply with Our Training Policy and Procedures.

1.1.85 You will pay in all funds intended by clients in payment for or in relation to

Financial Products, directly and without any deduction, to Our Nominated Trust

Account.

1.1.86 You may accept payment from the Client only by cheque or electronic transfer

made payable to or transferred directly to Our Nominated Trust Account

1.1.87 We may also amend these conditions as described in Clause 7.5 from time to

time.

7.6 Confidential Information1.1.88 You will keep secret and confidential all and any information relating to Us, Our

business, product, processes, customers and suppliers which is or might

reasonably be considered by Us to be confidential and will not, either during or at

any time after the termination of this Agreement, disclose, or allow a third party to

disclose, to any person any confidential information or use any confidential

information without Our prior written consent.

1.1.89 You will immediately upon termination of this Agreement, or on demand, deliver to

Us all material comprising or containing any confidential information (including all

copies thereof), and all other property of Ours which may then be in Your

possession or under Your control.

7.7 Copyright



1.1.90 You acknowledge that the copyright and the intellectual property in the software

and printed material provided by Us resides in Us and will remain Our property.

You further acknowledge that You will have no proprietary rights in relation to any

such software or printed material.

7.8 Indemnity1.1.91 You will indemnify Us and keep Us indemnified from and against all and any

charges, claims, costs, losses, expenses and liabilities arising from any negligent

act or omission of Yours or Your employees or any other person for whom You are

responsible in law, in the course of carrying out Your activities pursuant to the

Agreement, or any act or omission of Yours in breach of the terms and conditions

of this Agreement.

1.1.92 To avoid doubt the indemnity above applies to any liability that We have to pay or

bear any excess or deductible under any insurance policy or other similar

arrangement taken out by Us to cover You or Your Representatives acts or

omissions.

1.1.93 The indemnity granted in this clause will not be terminated or limited by or upon

the termination of this Agreement.

7.9 Insurance1.1.94 You will make sure that You are adequately insured for all business You or Your

employees undertake in relation to this Agreement.

1.1.95 The obligation to insure will continue for a minimum of SIX (6) years following the

termination of this Agreement.

8 TERMINATION1.1.96 This Agreement will continue until terminated in accordance with the following

clauses.

1.1.97 We may suspend the authorities conferred on You by this Agreement forthwith if

You or Your Representatives:

Breach any Applicable Laws;

Commit any serious or persistent breach of any of the provisions of this

Agreement or any our Policy and Procedures with which We from time to

time require You to comply.



The suspension may operate until the breaches are remedied. If You do not

remedy the breach within 7 Business Days of receipt of notification or the breach

is not capable of being remedied, We may terminate this Agreement forthwith.

1.1.98 You must notify Us immediately upon the occurrence of any of the following:

You are in breach of any of Your obligations or duties contained in this

Agreement;

an order is made by any competent court or a resolution is passed by You

for Your winding up or dissolution (except for the purposes of

amalgamation and reconstruction not involving or arising out of

insolvency) or You enter into voluntary administration or You, being a

natural person, is declared bankrupt;

a provisional liquidator, trustee or receiver has been appointed of the

whole or any part of the assets, rights or revenue of Yours;

You propose or enter into a moratorium, composition or other arrangement

for the suspension of debts or for the benefit of Your creditors generally or

proceedings being commenced in relation to You under any law,

regulation or procedure relating to the suspension, reconstruction or

readjustment of debts;

You become an associate of an insurer as referred to in Section 38 of the

Insurance (Agents and Brokers) Act 1984 or any similar provision in The

Act.

1.1.99 Upon notification of any of the above occurrences by You to Us, or if We will

become aware of any such occurrences, then We will give to You written notice of

the immediate termination of this Agreement.

1.1.100 This Agreement will terminate immediately should We no longer hold an AFS

Licence and We will notify You immediately of such an event.

1.1.101 We may terminate this Agreement if We reasonably consider that You are acting

in a manner which is unprofessional, unethical or likely to harm our professional

standing or the Insurers, by Us giving You 7 days notice in writing.

1.1.102 Either party may terminate this Agreement by giving the other party three month’s

notice in writing, or both parties may agree to a shorter period of notice.

1.1.103 On termination of this Agreement, You cease to be authorised to act for Us and

must:



return the Authority, all forms of identification and all other material

obtained from or through association with Us including all promotional

material and computer software to Us within Two (2) business days of

termination. and

advise all of Your Representatives in writing that this Agreement has been

terminated within Two (2) business days of termination.

1.1.104 You (or Your nominee) will own the right to service the Clients and the Portfolio

after termination of this Agreement.

1.1.105 We must give You (or Your nominee) within Two (2) Business Days all hard copy

and copies of all soft copy records relating to the Portfolio in our possession or

control. We may retain copies of records which We are required to keep for legal

or taxation purposes.

1.1.106 If requested by You, We must forward a letter in a form approved by You to

Clients, informing them of the new arrangements.

1.1.107 We will not directly or indirectly for the period after termination set out in Schedule

A (the Restraint Period), in any capacity whatsoever, solicit insurance business

from or provide insurance services to any person who was a Client serviced by

You at any time during the 2 year period immediately prior to termination. If this

restriction is found by a court to be unenforceable, but would be enforceable if

modified, the restriction applies with the modification required to make it valid and

enforceable. We acknowledge that the restriction is reasonably necessary for Your

protection and Your goodwill and that We will have received adequate

consideration for the restraint obligations imposed on Us by this clause.

1.1.108 Upon termination of this Agreement, We will, upon Your request, transfer Our

rights in relation to clients introduced to us by You during the term of this

Agreement, as long as:

The person to whom We transfer servicing rights is permitted under

applicable laws to service those clients;

You do not owe Us any money under this Agreement; and

You forward a letter to clients, in a form approved by Us, informing them of

the new servicing arrangements.

1.1.109 You must at all times during and for a period of at least six (6) years after

termination of this Agreement maintain the Client Files and make such Client files

available for inspection by Us (or Our nominee).document.doc 9/07/2020 5:38 AM Page 13 of 18


9 MISCELLANEOUS9.1 Goods and Services Tax1.1.110 You hereby warrant that Your A.B.N. is as shown in Schedule A and acknowledge

that We rely on such as being true and correct.

1.1.111 We can issue tax invoices in respect of the supplies made by You to Us.

(“Supplies”);

1.1.112 You will not issue tax invoices in respect of the Supplies;

1.1.113 The remuneration will be GST inclusive and We will be under no obligation to

compensate You for any GST payable by You in respect of any taxable supply, as

defined in the A New Tax System (Goods and Services Tax) Act, comprised in the

provision by You of services under this Agreement.

1.1.114 You acknowledge that You are registered with the ATO for GST when You enter

into this Agreement and that You will notify Us if You cease to be so registered.

1.1.115 We acknowledge that We are registered for GST when We enter into this

Agreement and that We will notify You if We cease to be registered or We cease

to satisfy any of the requirements of A New Tax System (Goods and Services Tax)

Act 1999 Classes of Recipient Created Tax Invoice Determination (No. 23) 2000,

or any replacement thereof.

1.1.116 You acknowledge that You have had the opportunity to seek Your own legal and

tax advice prior to signing this Agreement and have retained a copy of this

Agreement.

9.2 Costs and Stamp Duty1.1.117 Each party will bear its own legal and other costs and expenses in connection with

the preparation and execution of this Agreement but We will pay the stamp duty (if

any) on this Agreement. Any party in default will pay all costs incurred by any other

party in respect of that default and any notice relating to that default.

1.1.118 You must bear all expenses incurred by You and Your employees in respect to

this Agreement.

1.1.119 You must pay all costs associated with any Financial Ombudsman Service (FOS)

dispute arising from any of your or Your Representatives acts or omissions.

9.3 Notice1.1.120 A notice, demand, consent or authority (“notice”) given or made to a person must

be:



In writing;

Given or made by:

Delivering it to that person personally;

Addressing it to that person and either leaving it at, or posting it to, the address of

that person appearing in this Agreement or any other address nominated by that

person by notice to the person giving the notice; or

Sending a facsimile copy of the notice to the facsimile copier number nominated

by that person by notice to the person giving the notice; and

Is deemed to be given or made:

a) If by leaving it at the address of that person, when left at that address;

b) If by post, on the second Business Day following the date of posting; and

c) If by facsimile, on the next following Business Day.

1.1.121 Each of the parties will give notice to the other of any change of address,

telephone and facsimile numbers, email address and the like as soon as

practicable.

9.4 Governing Law1.1.122 This Agreement is governed by and is to be interpreted in accordance with the

laws of Queensland, and where applicable, the laws of the Commonwealth of

Australia.

1.1.123 The Parties agree to submit to the jurisdiction of the courts of Error: Reference

source not found and, if applicable, the Commonwealth of Australia.

9.5 General1.1.124 This Agreement constitutes the whole agreement between the Parties with respect

to the subject matter of this Agreement.

1.1.125 Any oral statement, representation, undertaking, covenant or agreement made

prior to the date of this Agreement and not contained in this Agreement is void.

1.1.126 Any waiver by Us of any one breach or default by You will not constitute a waiver

of any other breach or default.

1.1.127 If any provision of this Agreement is found to be void, voidable, illegal or otherwise

unenforceable, the parties will amend that provision in a manner which reasonably

achieves the intention of the parties or, at our discretion, that provision may be

severed from this Agreement and the remaining provisions of the Agreement will

remain in full force and effect.



1.1.128 An agreement, warranty, representation or obligation which binds or benefits two

or more persons under this Agreement binds or benefits those persons severally

but not jointly.

1.1.129 A person includes the trustee, executor, administrator, successor in title and

assign of that person. This clause must not be construed as permitting a party to

assign any right under this Agreement.

1.1.130 Unless the context otherwise requires: A word which denotes the singular denotes

the plural and vice versa; any gender denotes the other genders; and a person

includes an individual, a body corporate and a government body.

9.6 Further AssurancesThe Parties will execute and do all acts and things necessary or desirable to

implement and give full effect to the provisions and purpose of this Agreement.

10 DISPUTE RESOLUTION10.1 Good Faith1.1.131 The parties must attempt in good faith to resolve any dispute between them in

connection with this Agreement by negotiation.

1.1.132 If any dispute cannot be resolved by negotiation between the parties within 10

days or such further period as the parties agree is appropriate, then within the

following 10 days the parties must seek to agree on the procedural rules and a

timetable for resolving the dispute through mediation by a mediator agreed upon

by the parties, or if the parties cannot agree, a mediator appointed by the

Australian Commercial Disputes Centre or any body which replaces it. Each party

will bear their own costs of mediation and pay one half of the mediator’s costs.

1.1.133 A party may not commence court proceedings or arbitration (other than an urgent

interlocutory application) relating to any dispute arising from this Agreement unless

that party has complied with the preceding two sub-clauses



EXECUTED as an Agreement

By (or on behalf of) in the presence of:

………………………………… ………………………………

Signature of Witness Signature of Authorised Person

….……………………………. ………………………………

Name of Witness (print) Name of Authorised Person (print)

Signed for and on behalf of in the presence of:

………………………………… ………………………………

Signature of Witness Signature of Authorised Person

….……………………………. ………………………………

Name of Witness (print) Name of Authorised Person (print)



SCHEDULE ACorporate Distributor:

Distributor’s ABN:

Address:

Commencement Date: Upon receipt of the Authority from Us.

Term of Appointment: This Agreement will continue until terminated

in accordance with Clause 7.

Products All products that We deal in.

Insurers All insurers that We deal with

Professional Indemnity Cover Provided

Yes

Professional Indemnity Costs Nil

Restraint Period 24 Months

Remuneration Payment Timing 14 days from the end of the month in which the

remuneration is earned.



Schedule B – Distributor Authority As provided by S916 A of the Corporations Act, hereby authorise: as

a Distributor

This Authority is a limited Authority as follows:

Product LimitationAll Dealing authority is limited to General Insurance Products only and is further

limited to:

Classes of insurance: All products that We deal in.

Insurers: All insurers that We deal with

Advice LimitationThis Authority specifically excludes any authority to provide any Financial Services

Advice. Financial Services Advice is an express or implied (direct or indirect)

recommendation or opinion that is intended to influence a person in relation to a

Financial Product.

Dealing LimitationApply for or acquire or dispose of General Insurance Financial Products on behalf

of another

RepresentativesAll employees of the Distributor approved by Us in writing that have received and

read a copy of our Financial Services Guide (FSG) and This Authority.

Disclosure RequirementsAll clients must be provided with a copy of our Financial Services Guide, advised

that You act on Our behalf, and Retail Clients (as defined in the FSG) must be

advised of the remuneration received by You (at the time of providing the service)

in providing any Financial Services the subject of this Agreement.

Signed by

On the


Corporate Distributor Agreement€¦ · Web viewTitle: Corporate Distributor Agreement Author:...

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Transcript of Corporate Distributor Agreement€¦ · Web viewTitle: Corporate Distributor Agreement Author:...