Terms And Conditions
Terms and Conditions applicable to Insurance Agents
1.0 Definitions
“Action” - Each of the following constitutes an Action: Quotation Request sent to Agent from, through or as a result of interaction with the Web Site; initial contact, email or telephone call from Proposer to Agent following contact with the Service;
“Agent” - The business, individual, natural or legal entity that subscribes to the Service in order to receive Quotation Requests from the Web Site, typically an insurance intermediary, agent, financial adviser, finance house or insurance company;
“Agreed Location” -the agreed geographical territory of the United States of America in which the Agent receives the Service;
“Agreed Period” - the period of time during which the Agent agrees and subscribes to receive the Service;
“Agreed Product” - the types of insurance, financial service and/or similar products available from time to time from the Web Site and selected by the Agent for which the Agent will receive Quotation Requests following payment by the Agent of the appropriate Subscription.
“Agreement” - the agreement between QuoteRack USA and the Agent detailed in these terms and conditions;
“Category” - a type of insurance cover that is offered by an Agent to a Proposer. For example, Agents who offer Auto insurance Categories will have Quotation Requests relevant to this Category sent to them;
“Confidential Information” - means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party to the other party whether before or after the date of this Agreement including, without limitation, information relating to the disclosing party’s business, plans or intentions, service information, know-how, trade secrets, market opportunities and affairs;
“Intellectual Property Rights” - all intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, performer’s rights, recording rights, moral rights, trademarks, designs, know-how, database or rights in Confidential Information;
“Law” - any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time;
“Quotation Request” - a Quotation Request is created for an Agent when a Proposer completes the form that appears for each Category and submits the Quotation Request to the Agent;
“Proposer” - a visitor to or user of the QuoteRack USA Web Site, whether as a private individual or as a business, who initiates a Quotation Request, seeks information, advice or in interested in purchasing products or services from an Agent;
“Quotation Request” - website-sourced insurance risk information provided by a Proposer that is sent to an Agent;
“Service” - The service provided by QuoteRack USA under this Agreement;
“Subscription” - The fee payable by the Agent in order to receive the Service for the Agreed Products for the Agreed Period;
“Web Site” - The presence of QuoteRack USA or its parent or subsidiary companies currently at www.QuoteRack.com and www.quoterack.com as amended from time to time and identified on the www.quoterack.com homepage.
2.0 Obligations of the Agent
2.1 To pay the Subscription at the prevailing price in order to receive the Service for the Agreed Products for the Agreed Period within the Agreed Location.
The amount payable in respect of the Subscription will be paid by the Agent only by debit card, credit card or electronic bank transfer prior to receiving the Service.
2.2 To acknowledge that QuoteRack USA will own all Intellectual Property Rights without limitation for the Web Site, save that QuoteRack USA shall not own any Agent branding.
2.3 To accept sole responsibility to ensure that all information, underwriting criteria and relevant risk factors have been provided by the Proposer and verified by the Agent in order to provide an insurance or related financial quotation, advice or information to the Proposer.
2.4 To acknowledges that no accuracy or reliability shall be assumed or inferred in respect of any information provided to the Agent by QuoteRack USA or by the Service.
2.5 To agree not to forward, sell, pass on or in any way supply to any other party any details contained within any Quotation Request received by the Agent as a result of using the Service, whether for financial gain or otherwise.
3.0 Obligations of QuoteRack.com
3.1 Subject to reasonably unavoidable downtime of the Web Site, to ensure that each Category requested by the Agent features on the Web Site.
3.2 Subject to reasonably unavoidable downtime of the Web Site, to ensure that the Agent receives all Quotation Requests submitted for those Agreed Products to which the Agent has subscribed within the Agreed Location.
3.3 To pass on to the Agent only that information input into the Web Site by a Proposer using the Service and generating an Action.
3.4 QuoteRack USA does not guarantee or vouch for the accuracy of any information input into the Web Site by a Proposer using the Service.
3.5 QuoteRack USA does not vouch for or guarantee the compatibility, suitability or availability of any software, data or technical application supplied to the Agent for the provision of the Service.
4.0 Rights of QuoteRack.com
4.1 The Agent grants QuoteRack USA an irrevocable non-exclusive licence throughout the world in perpetuity in order to link the Service to the Agent’s web site, administration system and/or email accounts as agreed with the Agent, for the purposes of providing the Service.
4.2 QuoteRack USA reserves the right to vary the Subscription fee(s) from time to time by giving not less than 30 days’ notice to the Agent.
4.3 QuoteRack USA reserves the right to vary the geographical basis upon which Agreed Locations are defined, including but not limited to a State, County and Zip Code basis of providing the Service to Agents.
4.4 QuoteRack USA reserves the right to vary the electronic method, medium and/or technological basis upon which Quotation Requests are submitted to the Agent.
5.0 Warranties
5.1 The Agent warrants that it shall provide QuoteRack USA with any assistance QuoteRack USA may reasonably request from time to time in connection with the provision of the Service to the Agent.
5.2 The Agent warrants that it is qualified, approved and authorized by all necessary and appropriate legal, County, State, Federal, Government and Regulatory bodies for the purposes of providing relevant financial information, advice and quotations to the Proposer.
5.3 QuoteRack USA does not warrant, promise or guarantee that any Actions shall occur in connection with any Agreed Product during the Agreed Period and/or within the Agreed Location.
5.4 QuoteRack USA does not warrant or guarantee that the information provided by a Proposer using the Service is accurate, genuine, legitimate or reliable, nor represents any basis upon which the Agent should offer advice, information or quotations to the Proposer.
6.0 Indemnity
The Agent shall indemnify and hold QuoteRack USA harmless against each and any loss, liability and cost which the Agent may incur as a result of any third Party claim arising out of or in relation to any breach by the Agent or their representatives of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability).
7.0 Termination
7.1 QuoteRack USA may terminate this Agreement with immediate effect by supplying verbal, electronic or written notice to the Agent at any time after the occurrence of any of the following events in relation to the Agent:
7.2 The Agent being in breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 14 days of being required in writing to do so;
7.3 The Agent passing a resolution for its winding up or a court of competent jurisdiction making an order for the Agent’s winding up or dissolution;
7.4 The making of an administration order in relation to the Agent or the appointment of a receiver, or taking possession of or selling an asset of the Agent; or;
7.5 The Agent making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
7.6 The Agent may terminate this Agreement with immediate effect by verbal, electronic or written notice to QuoteRack USA at any time during the Agreed Period.
7.7 Upon receipt of such notice, QuoteRack USA will immediately suspend the Service as supplied to the Agent.
7.8 In the event that the Agent terminates the Agreement during the Agreed Period, no refund of the Subscription paid by the Agent shall be allowed, either in part or in whole, in respect of any aspect of the Service, the Agreed Period or the Agreed Location.
Termination of this Agreement shall not affect either party’s accrued rights or obligations or any duties of confidentiality.
8.0 Liability
8.1 Subject to section 8.2 below, neither Party accepts any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following:
(i) Loss of profit or sales;
(ii) Loss of opportunity;
(iii) Loss of turnover;
(iv) Loss of use of any hardware, software or data;
(v) Loss of or damage to business;
(vi) Indirect, special or consequential loss or damage;
And for the purposes of this clause the term "loss" includes a partial loss or reduction in value as well as a complete or total loss.
Subject to clause 8.3 below, QuoteRack USA’s liability under this Agreement to Supplier shall be restricted to the total amount (less any credit card, debit card or transaction-related fees, charges or deductions imposed by any third party involved in the initial or subsequent payment of the Subscription) paid by the Agent to QuoteRack USA in the twelve month period preceding the event which gave rise to the claim.
8.2 Nothing in these terms and conditions shall operate to limit the liability of either party for any death or personal injury caused by its negligence or that of its employees. In all other events the limit of QuoteRack USA's liability for any losses, expenses or damages incurred by the Agent in relation to this Agreement (whether in tort, contract or otherwise) shall be equal to the Subscription paid by the Agent (less any credit card, debit card or transaction-related fees, charges or deductions imposed by any third party involved in the initial or subsequent payment of the Subscription) to QuoteRack USA under this Agreement for the current, prevailing Agreed Period.
8.3 QuoteRack USA shall not be liable for any losses, damage or expenses suffered or incurred by the Agent as a result of the Web Site not being accessible to any users of the World Wide Web for any period of time.
8.4 QuoteRack USA shall not be liable for any delay in or non-performance of its Obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of its agents, representatives or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.
9.0 Confidentiality
9.1 Each party undertakes to the other: (i) to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other’s written consent; and (ii) to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement.
9.2 To use Confidential Information belonging to the other Party solely in connection with the performance of their respective obligations under this Agreement.
9.3 The provisions of this section shall not apply to any Confidential Information that is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality or which was already in the possession of the receiving party at the time of entering into this Agreement.
10.0 Exclusive Arrangement
10.1 It is agreed between the Parties that Quotation Requests for specified Agreed Product(s) will be submitted to the Agent from the Website during the Agreed Period on an exclusive basis, i.e. the Quotation Requests for the specified Product(s) will be submitted to the Agent only and to no other Agent using the Service within the Agreed Location.
10.2 For the avoidance of doubt, no other Agent within the Agreed Location will receive the Quotation Requests for the Agreed Products for which the Agent has paid the Subscription.
10.3 The period of exclusivity will be limited; following a minimum period of 48 hours after the Agent has received the Quotation Request and at its entire discretion, QuoteRack USA reserves the right to submit the Quotation Request to other Agents that are using the Service and that are based outside the Agreed Location and who have selected to receive Quotation Requests for the Agreed Products within their respective Agreed Location(s).
11.0 General Terms and Conditions
11.1 The terms and conditions of this Agreement represent the entire agreement between the Parties in relation to the subject matter of this Agreement.
11.2 A delay by either Party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.
11.3 The invalidity of any term or condition of this Agreement shall not affect the validity of the remainder of this Agreement.
11.4 Nothing in this Agreement shall create a partnership or joint venture between the parties.
11.5 QuoteRack USA may assign or transfer this Agreement to any company or entity. The Agent may assign or transfer this Agreement subject to obtaining QuoteRack USA’s prior written approval.
11.6 Unless expressly provided in these terms, no term of this contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.7 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts of justice.