Scope and application
These Terms of Business, together with any separate written agreement between you and Gallagher (Malta) Limited, sets out the terms on which we agree to act for you when we are instructed to provide services by you.
In this agreement "We", "Us" and "Our" means Gallagher (Malta) Ltd.
References to "Insurer" includes insurers, underwriters, managing agents or, where applicable, reinsurers with whom we place business. As appropriate, references to "Insurance" or "Insured" includes reinsurance and reinsured respectively. Additionally, any reference to "policy" shall mean an insurance or reinsurance policy, as appropriate.
The earlier of your instructions to seek a quotation, bind insurance cover and/or pay the premium related to your insurance placement, shall be deemed to be your agreement to be bound by the provisions of these Terms of Business.
It is important that you read these Terms of Business carefully as it contains details of our statutory and regulatory responsibilities and your contractual obligations, on which we intend to rely.
If there is anything you do not understand in these Terms of Business you should inform us immediately, otherwise we will assume you are providing your informed consent to these Terms of Business.
We specifically draw your attention to the following sections:
(a) What do We do?
(b) How are We paid for our services?
(c) How do We handle your money?
(d) Your obligations
(e) Conflicts of interest
(g) Limitations of Liability
Where your business is operated through an incorporated company, trust, limited liability partnership or partnership, we are entitled to assume that the recipient of these Terms of Business has obtained authorisation or is entitled to consent to these Terms of Business on your behalf.
If you are a company or other body corporate, unless otherwise expressly stated in any separate written agreement between you and Gallagher (Malta) Ltd, you agree to and accept these Terms of Business on you own behalf and on behalf of each of your group companies (where those group companies are receiving the benefit of our services). You will ensure that each of your group companies will act on the basis that it is a party to and bound by these Terms of Business. All references in these Terms of Business to "you" and "your" mean you and each of your group companies.
If you have instructed another insurance broker to deal with us on your behalf, we will assume unless told otherwise that the broker has full authority to agree these Terms of Business with us and to deal with us on your behalf as your agent in relation to all matters covered by these Terms of Business.
These Terms of Business take immediate effect and replaces any previous Terms of Business that may have been issued by Us. If you have a separate service level agreement in place with us then the terms of that agreement must be read together with these Terms of Business. In the event of conflict, the terms of your service level agreement will take precedence over these Terms of Business.
We may change these Terms of Business from time to time. This may be:
a) to reflect changes in our services or in market practice
b) to reflect legal or regulatory developments, or
c) to improve the clarity of these Terms of Business.
We will tell you if we have materially changed these terms for any of these reasons, and, in any event we will inform you of such changes before your policy is due to renew.
We may also change these Terms of Business for other reasons, but if we do, we will notify you in advance.
You will be able to find the latest version of Our Terms of Business at ajg.com/mt/terms-of-business.
Who are we?
Gallagher (Malta) Limited is a company incorporated and registered in Malta as an insurance intermediary, with company number C19103 whose registered office is at The Landmark, Level 1, Suite 2, Triq L-iljun, Qormi, Malta, QRM 3800.
You can find out more about us at ajg.com/mt.
Gallagher (Malta) Limited is enrolled in the Brokers' List under the Insurance Distribution Act (Chapter 487 of the Laws of Malta) and regulated by the Malta Financial Services Authority ("MFSA"). You can check these details by visiting the Malta Financial Services Authority's website at www.mfsa.com
Gallagher (Malta) Ltd is owned by Artex Holdings (Malta) Limited, registration number C89160, which is owned by Arthur J. Gallagher & Co., an insurance intermediary, with its headquarters situated at Rolling Meadows, Illinois, United States and which his listed on the New York Stock exchange (which is a regulated market subject to disclosure requirements and international standards which ensure adequate transparency of ownership information) and trades under the stock symbol AJG.
We are committed to acting in your best interests at all times during the performance of our services to you. As an insurance broker, We act represent you and act in your interests at all times, and in doing so We recommend and arrange insurance with a various insurers choice of which will depend on the nature of the risk and suitability of the insurance product required to meet Your needs.
What do we do?
As an insurance broker, we usually act for you in your best interests at all times, and in doing so we offer access to general insurance products and services by a wide range of Maltese and international insurers.
Our insurance broking services include advising you on your insurance needs, arranging insurance policies with insurers in order to meet those needs, provide associated risk management services and any other insurance related services.. We will also help you to make changes to your insurance policy if required and will remind you when your policy is due for renewal as appropriate. Unless your policy states otherwise, or we agree, we will provided you with assistance in submitting a claim and with obtaining reimbursement from insurers.
When providing our insurance broking services, we will:
- Explain the main features of products offered by insurers, and the services we will provide you.
- Discuss your insurance requirements and the scope and limits of cover to suit your insurance needs.
- Provide you with information about quotations for the risk presented to allow you to decide whether the cover proposed meets your requirements before cover is put in place.
- Answer any questions you may have on the proposed cover, its terms, limitations, exclusions, and conditions;
- Place your insurance only when you instruct us to, and
- Prior to placement of cover, we will keep you informed of the progress of our negotiations and identify any inability to obtain the insurance coverage sought by you;
- Inform you if we are unable to complete the placement before the intended date of inception, renewal, or extension of cover (as may be the case); and
- We will also help you to make changes to your insurance policy if required once the policy is in force, and we will remind you when your policy is due for renewal as appropriate
- Unless your policy states otherwise, or we otherwise agree, we will provide you with assistance in submitting a claim and with obtaining reimbursement from insurers
We provide our service based on a fair analysis by seeking a sufficient number of insurance products available on the market which meet your demands and needs.
In certain circumstances, we may act for your insurer, for example, where we have delegated underwriting authority and/or claims settlement authority, or where we have entered into a managing general agency agreement with one or more insurers. In cases where we are acting on behalf of the insurer, we will be acting as their agent. Please see the section headed Conflicts of interest for more information about how we manage these arrangements.
We cannot arrange insurance for you until we have received complete instructions from you. Your insurance cover is not in place until we have confirmed it to you in writing or we have issued evidence of cover.
Where we receive your instruction or a firm order after normal office hours, placement of your insurance will be subject to further confirmation by us as soon as reasonably possible the following business day.
We will forward any policy documentation issued by insurers as soon as reasonably practicable.
We do not offer advice in relation to tax, accounting, regulatory or legal matters (including sanctions) and you should take separate advice as you consider necessary regarding such matters.
Additionally, when we are appointed to service insurance policies other than at their inception or renewal and which were originally arranged via another party, we shall not be liable during the current insurance period for any loss arising from any errors or omissions or gaps in your insurance cover or advice not supplied by us. Should you have any concerns in respect of a policy, which has been transferred to us, or if you require an immediate review of your insurance arrangements, you must notify us immediately. Otherwise we shall review your insurance arrangements and advise accordingly as each policy falls due for renewal.
Which insurers do we use?
In finding an insurance solution that meets your demands and needs, we may either conduct a market analysis of potential insurers, or we may only consider a specific product from a single insurer, or products from a panel of insurers. In certain circumstances we may act for insurers, or use services of other of our group companies — please see the "Conflicts of Interest" section.
We use publicly available information, including information produced by credit rating agencies, to identify insurers with whom we will consider placing your business. We do not guarantee the financial status of any insurer. You may require us to use an insurer that we would not ordinarily recommend due to their credit rating. In the event of an insurer experiencing financial difficulties, you may still have a liability to pay any outstanding premium and we are not responsible for any shortfall in amounts due to you in respect of any claims.
We are available to discuss with you any concerns you have with the insurer you have chosen for your insurance policy(ies).
In the event that an insurer becomes insolvent and unable to meet its obligations under its contract of insurance, limited compensation may be available to you under the Protection and Compensation Fund Regulations, 2003 as amended.
If the business is being placed or proposed to be placed with an insurer which is not authorised under the Insurance Business Act (Chapter 403 of the Laws of Malta), and consequently not supervised by the Malta Financial Services Authority:
- in the event that the insurer becomes insolvent, you may not be protected under the Protection and Compensation Fund Regulations;
- the insurer may not have a general representative in Malta, and you may have difficulty in suing or executing judgement against the insurer;
- the law applicable to the insurance contract, may not be Maltese;
- where any premiums to be paid in respect of a contract and any claim that may arise out of the contract are to be paid in a foreign currency, these may be subject to foreign exchange rate fluctuations.
Making a claim
Your insurance policy will usually require you to notify all claims and/or circumstances that may give rise to a claim as soon as possible. If you are unsure whether a matter needs to be notified please contact us and we will endeavour to assist you.
Where we have agreed to handle claims on your behalf, we will do so fairly and promptly. If we receive claims payments for you, we will remit them to you as soon as reasonably practicable after receipt. We reserve the right to charge an additional or separate fee (based on the nature of the work and duration and agreed with you in advance) to negotiate a large or complex claim on your behalf.
As part of paying you claim, your insurer may require us to deduct the value of sums due (such as premiums or instalments under a credit scheme) before sending the balance of any claims payment to you
Upon receiving the claims related information from you, our claims handling services include:
- notification of the claim or circumstances to insurers;
- communication of reports and related correspondence in connection with the claim between applicable parties; and
- arranging the collection and/or settlement of the claim in accordance with market practice and the terms and conditions of your policy.
We will provide claims handling services during the period of our appointment. These services can be continued beyond that point by mutual agreement and subject to additional remuneration.
Our claim handling services will not be provided to you in the event that claims are to be made directly by you with insurers.
Where we collect claims payments these will be remitted to you without unnecessary delay. We will not remit claims proceeds to you before we have received such claims proceeds from insurers.
How are we paid for our services?
Payment for our services may be by way of:
- a fee that we agree in advance with you;
- brokerage/commission, which is a percentage of the total annual insurance premium paid by you and given to us by the insurers with whom we place your business; or
- administration fees, in addition to any insurance premiums, for administration of your policy, including amending and cancelling any policy. The administration fees charged by us are subject to change. We recommend that you visit our website com/mt/schedule-of-fees/ to obtain latest information.
Payment for our services may be a combination of (a), (b) and (c). Where we have not agreed a fee (a) payable by you for an individual contract of insurance, our remuneration will be by way of commission. We do not intend to apply any of the commission value to the taxation element of any insurance premium.
Where you are paying a fee (a), or charge (c), details of these, and details of services to which these relate and the basis on which these are made, will be declared to you in advance of them being incurred so that you are able to make an informed decision. If we receive commission payments (b) in addition to making a fee (a) or charge (c), we will inform you of that prior to the conclusion of the contract of insurance, amendment or renewal. Where we are not able to provide an actual fee/charge, we will provide you with the basis of calculation of any fee/charge.
We may receive additional payments such as a profit share or profit commission from insurers, for instance, payable under a delegated underwriting authority or other facility or individual contract in recognition of overall profitability.
We may also earn income from insurers or other sources in other ways. For example, we may receive income from insurers for ancillary services provided solely on their behalf.
Upon request, we will be pleased to provide details of any income we are due or have received as a result of placing your business.
Unless we specifically agree otherwise, brokerage/commission and fees are earned when we arrange an insurance policy for you, or in the case of any other service when we commence providing that service to you.
However in respect of any payment made to us this will only be recognised as payment for the service when we have reconciled your payment.
We will be entitled to retain all fees and brokerage in respect of the full period of contract(s) of insurance arranged by us including in circumstances where your policy has been terminated and your insurers have returned pro-rated net premium. Consistent with long established market practice, we will deduct our brokerage and other commissions from the premium once received.
If you decide to terminate our appointment in relation to policies we have placed on your behalf and where,
- the policy or policies have not expired,
- the premium is due on the policy or those policies,
we are entitled to any brokerage/commission originally due on the policy or policies and you will ensure the broker subsequently appointed to administrate the policy or policies agrees and accepts to collect the brokerage/commission and remit to us in good time.
At times it may be necessary for us to arrange an insurance policy for you through the use of wholesale brokers. These wholesale brokers may also earn and retain commissions for their role in providing products and services for you.
How do we maintain your privacy?
We are the data controller of any personal information you provide to us. We collect and process information that you provide, or which we otherwise collect about you in order to provide insurance policies and to process claims, in accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data i.e. the General Data Protection Regulation ("GDPR"/ "Regulation"), the Data Protection Act (Chapter 586 of the Laws of Malta) ( "DPA"), and various subsidiary legislation issued under the DPA ( "Data Protection Laws"). There are circumstances where Gallagher (Malta) Ltd may also act as a processor, in such a case, we comply with the obligations set out in the Data Protection Laws.
Where this section uses a term which is defined in the GDPR, then the definition set out in the Regulation shall apply.
We will at all times treat all information that we hold about you as private and confidential. If you provide us with any Personal Data (including any 'sensitive personal data'), we will treat such information at all times strictly in accordance with Our Privacy Notice which may be accessed on Our website [insert website address].
We will protect Personal Data in the same way we would protect our own Personal Data and use that information in ways contemplated in these Terms of Business and Privacy Notice in order to perform our obligations under these Terms of Business. By appointing us as your insurance broker or by using our services, you confirm that you are giving your explicit consent, in terms of the Data Protection Laws, on behalf of yourself and all other persons specified in the proposal/claim form (as may be applicable), to process your data as outlined in this section.
For the avoidance of doubt, where you have not appointed us as your insurance broker, but in contemplation of our potential appointment, you provide us with information that is proprietary and/or confidential to you, the provisions of this section shall apply.
We will process and use your Personal Data in order to enter into a contract with you, to provide you with insurance broking services and/or products and/or to administer your insurance policy, conduct surveys and to handle claims, in compliance with our legal and regulatory obligations, and generally for any other purpose specified in our Privacy Notice. For this purpose, we will not disclose any information we hold about you to others without your prior consent except:
- to the extent we are required to do so by law or where requested or required to do so by a regulator (the MFSA) or other public bodies and governmental agencies, in order to prevent and detect crime;
- to insurers, other insurance suppliers, surveyors, loss adjusters, IT service providers, administrative support service providers, and other like persons to the extent necessary to provide our services to you in a timely manner;
- loss assessors, lawyers, employee benefits management systems providers, and other like persons to the extent necessary to enable such third party to provide information or services you have requested;
- to reputable finance companies to the extent that may be necessary to enable them to provide you with greater choice in making premium payments;
- to other companies that are members of the Arthur J. Gallagher & Co. Group of Companies to the extent necessary to facilitate the effective management, administration and/or operation of our services.
You agree that we and other companies that are members of the Arthur J. Gallagher & Co. Group of Companies may hold and process such information:
- in order to provide our services to you;
- to facilitate the effective management, development, or operation of the Arthur J. Gallagher & Co. Group of Companies;
- to comply with applicable laws, prevent and detect fraud, and cooperate with regulators where appropriate, as outlined in our Privacy
You will ensure that all Personal Data (including sensitive personal data):
- provided to Us is accurate and, where appropriate, kept up to data, and will notify Us if you become aware that such data is inaccurate;
- has been collected and provided to Us in compliance with the Regulation and all other applicable laws and, where required by law, you will obtain data subjects' consent prior to providing such data to us. You will notify data subjects of the fact that their Personal Data (including sensitive personal data) will be provided to Us and the purposes for which We will use such Personal Data.
You will provide Us with reasonable assistance, upon request, in handling and/or processing of any requests, inquiries and/or complaints that We receive from data subjects and/or supervisory authorities in relation to any Personal Data (including sensitive personal data) processed under these Terms of Business.
Please contact our Data Protection Officer firstname.lastname@example.org should you have any queries on how your personal data is processed and to request a copy of your personal information.
If you are accepting these Terms of Business in the course of your business, or as a charity, for charitable purposes and providing information on other individuals to us, for example your employees, you shall ensure that individuals whose personal data you are providing to us have been provided with fair processing notices that are sufficient in scope and you have obtained all appropriate consents in order to transfer the personal data to us and enable us to use the personal data and process the personal data for the purposes of these Terms of Business.
We shall both provide the other with information (other than personal information) and each party will treat the information received from the other relating to these Terms of Business as confidential and will not disclose it to any other person not entitled to receive such information except as may be necessary to fulfil their respective obligations in relation to these Terms of Business and except as may be required by applicable law or regulatory authority. For the avoidance of doubt, and always observing the requirement to ensure your information is held in a confidential manner, we shall be entitled to disclose such information relating to you (where necessary) to perform our obligations under these Terms of Business, to insurers or reinsurers, actuaries, auditors, professional agents, advisers or other parties that we may require in order to provide our service to you. This section will not apply to information which was rightfully in the possession of a party prior to these Business of Business or which is already public knowledge/becomes so at a future date (otherwise than as a result of a breach of this section) or which is trivial or obvious.
How do we handle your money?
In our role as an intermediary between you and your insurers we may hold money:
- paid by you to be passed on to insurers
- paid to us by your insurers, to be passed on to you
- paid by you to us for our services, but which we have not yet reconciled.
For your protection, the way that we handle your money is designed to protect your interests in the event of our financial failure.
Insurer Money (money we hold as agent of an insurer):
Where we have an agreement with your insurer to hold money as their agent, any premiums you pay to us are treated as having been received by the insurer as soon as they are received by us. Claims payments and/or premium refunds are treated as received by you when they are actually paid to you.
Where we receive monies as agent of your insurer, we can only deal with that money in accordance with the instructions of the insurer. This means that, for example, if you want us to return such monies to you, we can only do so with the agreement of the insurer.
Client Money (money we hold as your agent):
Where we do not have an agreement with your insurer to hold money as their agent, we will hold premiums you pay to us as your agent. Money we receive from your insurer which is payable to you will be your property whilst we hold it. We may also hold money as your agent where you have paid this to us in respect of our fee for a service, until such time as we have reconciled the payment against the relevant service.
Money we hold as your agent is referred to as "Client Money". MFSA rules require us to keep Client Money separate from our own money, with an approved bank and segregated in a client account.
For the avoidance of doubt, we may not use Client Money to pay ourselves commissions before we receive the relevant premium from you.
Any interest earned on Client Money held by us will be retained by us for our own use, rather than paid to you.
Holding both insurer and Client Money
We may hold both insurer and Client Money together in our client bank account. We will not normally tell you when this happens, as your interests are protected in any event.
Payment to third parties:
We may transfer Client Money to another person, such as another broker or settlement agent, for the purpose of carrying out a transaction on your behalf through that person. This may include brokers and settlement agents outside of Malta. The legal and regulatory regime applying to a broker or settlement agent outside of Malta may be different from that of Malta. This means that, in the event of a failure of the broker or settlement agent, this money may be treated in a different manner from that which would apply if the money were held by a broker or settlement agent in Malta. You may notify us if you do not wish us to pass your money to a person in a particular jurisdiction.
You will not instruct us to provide services which would cause us, nor use our services in any way, to violate applicable laws including without limitation, bribery, anti-corruption, money laundering sanctions, or data protection laws.
Fact Find and Proposal Forms
For certain classes of insurance, you may be required to complete and sign a Fact Find and/or a proposal form or similar document, before a quotation is secured and/or insurance cover is bound. We will provide guidance as may be necessary although we are unable to complete any such documents for you.
Disclosure of Information
Our objective is to obtain the most suitable product we can identify in order to meet your insurance requirements. In order for us to achieve this, you must provide complete and accurate information and instructions in a timely manner, so that we can assist you.
You are required to make a fair presentation of the risk to an insurer which discloses every material circumstance which you know or ought to know relating to the risk to be insured. This includes information known by your senior management and those responsible for arranging your insurance as well as information which would reasonably have been revealed by a reasonable search of information available to you.
A circumstance is material if it would influence the judgment of a prudent insurer in determining whether to provide insurance for the risk and, if so, on what terms. Disclosure must be reasonably clear and accessible to a prudent insurer. Material representations of fact must be substantially correct and material representations of expectation/belief must be made in good faith. Failure to comply with the duty of fair presentation could mean that your policy of insurance is void or that insurers are not liable to pay all or part of your claim(s).
For certain types of insurance covers you may be required to complete and sign a proposal form or questionnaire. Take care to ensure that the information you provide is complete and accurate. Note that you are aware of anything that you feel may be material to the proposed policy of insurance you should disclose it, even if there does not appear to be a question on the proposal form or questionnaire that covers the particular point. If you are in any doubt as to whether information is material, you should disclose it.
Please ensure that the information you provide is complete and accurate. Note that if you are aware of anything that you feel may be material to the proposed policy of insurance you should disclose it, even if there does not appear to be a question on the proposal form or questionnaire that covers the particular point. If you are in any doubt as to whether information is material, you should disclose it.
We are under no obligation to investigate or verify the accuracy or completeness of any information or data provided by you and no liability shall arise for any errors or deficiencies in the Services arising out of or based on any such inaccurate or incomplete information or data.
Insurers require you to pay premium at or before the start date of each policy, or as otherwise specified under the policy terms. You must pay all monies due in cleared funds in accordance with the amounts and on or before the dates specified in our invoice(s). If you do not make payment within that period, insurers may cancel your policy and may also require that you pay a premium in relation to the time that you have been on risk. It is therefore very important that you meet all payment dates.
Change in Circumstances
You must advise us as soon as reasonably practicable of any changes in your circumstances that may affect the services to be provided by us or the cover provided under your insurance contract.
Your Policy Documents
You will receive written terms and conditions of any insurance policy we arrange for you. Please check these documents and advise us as soon as reasonably practicable if the terms of the cover arranged are not in accordance with your requirements. Please pay special attention to the claims notification provisions and to any warranties and conditions (including as to the payment of premium) as any failure to comply with these terms may invalidate your cover.
The documents relating to your insurance will confirm the basis of the cover from the relevant insurer(s) and provide their details and if applicable, the insurer's agent. It is therefore important that you keep all of your policy documents in a safe place. It is our current practice to retain client information for at least ten years or other such period required under law or regulations. After this period, your information may be destroyed at our discretion without notice to you.
Failure to report a claim in a proper and timely manner may allow insurers the right to avoid the policy and as a result refuse any claim. You must inform us as soon as reasonably possible of any incident which may result in a claim under any insurance arranged by Us and of all the relevant facts relating to the incident. Please note that this does not override any additional obligations which may be imposed by insurers, details of which will be provided in the policy documentation.
You should retain copies of all insurance contracts and coverage documents as well as claims reporting instructions, as you may need to report claims after the termination of a contract, perhaps long after its expiry date. It is important, that you keep your contract documents in a safe place.
We do not advise on the legal implications of any claim, and we will not commence legal proceedings or enter into agreements in order to suspend the application of prescriptive/limitation periods on your behalf. We recommend you obtain your own legal advice, and it is your responsibility to monitor the position of any applicable statutory prescriptive periods and any limitation periods in your policy applying to your claims and to commence legal proceedings yourself where this is necessary.
Anti-bribery, corruption and financial crime
You agree that you will ensure that at all times you comply with all applicable laws, statues and regulations that apply to you relating to anti-bribery and corruption, including (if applicable to you or your group of companies) the UK Bribery Act 2010 and/or the US Foreign and Corrupt Practices Act 1911. Accordingly, if you accept gifts or hospitality offered to you by us or any of our group of companies, we will deem the acceptance to be in accordance with any gifts and hospitality policy(ies) you may have.
Please be aware that we are required to obtain adequate "Know Your Client" information about you. In order to prevent bribery, corruption or other financial crime, we may take further steps, including notification to the relevant authorities, carrying out status and credit checks using credit reference agencies, and other background checking as appropriate.
Policies may include clauses on financial and trade sanctions, and export controls, ("Sanctions"). How you comply with Sanctions is specific to your business.You should take legal advice where necessary and pay special attention to relevant policy clauses.
To comply with financial crime or Sanctions requirements, we may be prohibited from providing broking or risk consulting services, including placement and/or claims handling services; may be required to take actions such as freezing the funds in which parties subject to Sanctions have an interest; or may make regulatory notifications or applications as required or appropriate in accordance with Sanctions. Your insurers and other third parties we deal with, such as financial institutions, may also apply their own policies or restrictions.
You acknowledge and agree that we reserve the right to take steps to comply with financial crime or Sanctions (and we will not be liable to you for this or for similar steps taken by third parties).
We reserve the right to take steps to comply with financial crime or Sanctions (and we will not be liable to you for this or for similar steps taken by third parties).
You should advise us of all of the countries connected to the (re)insurance you require. We reserve the right not to perform obligations under these Terms of Business to the extent that this would be contrary to our commercial risk appetite or where performance would be impracticable including because of bank policies restricting the processing of premiums, claims funds or fees related to such countries or related parties.
Please be aware that we are generally restricted from providing broking, claims handling or other services that relate to Cuba and Iran — including because of significant difficulties in processing payments and other commercial and reputational considerations.
Conflicts of interest
Circumstances may arise where we have a conflict of interest between us (including our managers, employees or agents) or another of our group companies and you, or between you and another of our clients. We always aim to treat you fairly and avoid conflicts of interest. We never deliberately put ourselves in a position where our interests, or our duty to another party, prevent us from discharging our duty to you.
We may arrange insurance for you through another company in the Arthur J. Gallagher group which acts on behalf of one or more insurers. In arranging an insurance solution that meets your demands and needs, we will ensure that our duty to you does not conflict with the duties that an Arthur J. Gallagher group company owes to the insurers that it represents.
We may act as agent of an insurer under a delegated underwriting authority and/or delegated claims settlement authority. In these instances, where we act as your agent for your insurance needs we will always act in your best interests when arranging your policy.
As part of paying your claim, your insurer may require us to deduct the value of sums due (such as premiums or instalments under a credit scheme) before sending the balance of any claims payment to you.
We follow our own conflict management policies and procedures (for example, using information barriers). These are designed to prevent any conflicts of interest adversely affecting or compromising your interests. However, in some cases, where we cannot be reasonably confident that we can prevent the risk of damage to your interests, we will discuss this with you. If you have any concerns in relation to conflicts of interests, please contact us.
We value our relationship with you and we welcome feedback on the service you receive from us. Please tell us if you are dissatisfied with part of our service so that we can improve our products or services. Our aim is that you should benefit from a high quality service using our experience and breadth of insurance broking expertise. We always try to provide a high standard of service but if you ever have cause to complain, please do so by contacting your usual Gallagher (Malta) Ltd team member who handles your account by whatever means is convenient to you.
Alternatively, you may contact Our Complaints Officer, by sending an email on: Suzanne_chambers@ajg.com or by phoning on +356 2248 9141. We will advise you of the person dealing with your complaint and we will send you a copy of our complaints procedure which is also available on Our website ajg.com/mt/complaints-process.
If you feel that we have not been able to resolve the matter to your satisfaction, after this process you may have the right (subject to eligibility) to refer your complaint to the Office of the Arbiter for Financial Services, 1st Floor, St Calcedonius Square, Floriana FRN1530, Malta, telephone: 8007 2366 or 21249245 or e-mail: email@example.com
Should your complaint be made directly against the insurance company, you are to contact their Complaints Officer and if you still remain unsatisfied with the way they handle your complaint you will still have the right to contact the Office of the Arbiter of Financial Services mentioned above.
Other territories may also offer complaints and dispute resolution arrangements that we are required to follow where we are held to be doing business there.
Right of set-off
If you are a business, we may at any time, without notice to you, set off any liability of yours to us (including, without limitation, payment liability) against any liability of us to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these Terms of Business.
If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this clause will not limit or affect any other rights or remedies available to us under this agreement or otherwise.
Intellectual property rights
We (or our licensors) will retain ownership, title, copyright and other intellectual property rights in all materials developed, designed or created by us before or during the provision of services to you including systems, methodologies, software, know-how and working papers. We will also retain all ownership, title, copyright and other intellectual property rights in all reports, written advice or other materials provided by us to you. We grant you a royalty – free licence to use those materials, but only for the purposes for which they were created under these Terms of Business and only for as long as these Terms of Business remain in force.
Without prejudice to any rights that have accrued under this agreement or any other rights or remedies, either party may terminate the services contemplated under these Terms of Business by giving not less than 30 days' notice in writing to the other.
If our appointment as your broker is terminated or not renewed, we reserve the right to charge an additional or separate fee, agreed with you in advance, for any ongoing services performed from the date on which our appointment terminates. The terms of this agreement will continue to apply in relation to those ongoing services.
Notwithstanding anything else contained in this agreement, we are not required to act for you, or to continue to act for you, if we reasonably consider that to do so would put us in breach of any laws, regulations or professional rules. In such circumstances, we will be entitled to terminate our existing relationship with you with immediate effect and will not be responsible or liable to you for any direct or indirect loss which you or any other party may suffer as a result.
Cancellation of your policy
Your insurance contract may include a cancellation clause. For more details, please refer to your insurer's policy documents. If you wish to cancel a policy please let us know. If your policy is cancelled, the insurer will determine any return premium in relation to policies placed by us.
Please see the section above "How are we paid for our services?" in relation to our rights to payment of brokerage/commission and fees in the event of policy termination.
We may have to convert funds to another currency in order to settle amounts due to insurers. If a repayment of funds is due to you or is requested by you after the currency is converted, then any such payment will be made in the currency to which the funds have been converted. Any shortfall arising from exchange differences remains your liability. If you pay a premium in a different currency or to a bank account in a different currency from that requested, we may, at our discretion, either return the funds to you or convert the money to the required currency. In the latter case, the converted funds will be applied against the amount due with any shortfall arising from exchange differences remaining your liability.
The invalidity, illegality or unenforceability of any of the provisions of this agreement will not affect the validity, legality or enforceability of the remaining provisions in this agreement.
If notice is given to us under or in connection with this agreement, except as expressly provided in this agreement, it must be in writing and sent to our registered address. We are entitled to give you a notice under or in connection with this agreement at your registered address (if a company or limited liability partnership) or at your last known address (in any other case).
Circumstances outside of the parties' control
Neither party will be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Business if such delay or failure results from events, circumstances or causes beyond its reasonable control. In that event, the affected party will notify the other as soon as reasonably practicable.
Transfer of these Terms of Business
Neither party can transfer their rights nor obligations under these Terms of Business in whole or in part to anyone else, except that:
- we may transfer all or some of our rights and/or obligations to one or more other members of the Arthur J Gallagher group of companies; and
- either party may transfer all or some of our rights and/or obligations to someone else with prior written consent of the other party, which consent may not be unreasonably withheld or delayed.
Unless otherwise specifically agreed and/or advised in writing by us, these Terms of Business set out the terms of our relationship with you, which will be governed by and construed in accordance with Maltese Law and any dispute arising under these Terms of Business shall be subject to the exclusive jurisdiction of the Maltese courts.
Limitation of Liability
This section shall apply to all services which we provide to under these Terms of Business. If we or any of our group companies are liable to you in respect of any losses, liabilities, damages, costs, expenses or claims arising out of or in connection with the services (collectively "Losses") and (subject to the following paragraph) any other person is liable to you in respect of some or all of the same Losses (on any basis), our liability and that of our group companies in respect of such Losses shall be limited so as to be proportionate to the relative contribution of ourselves and our group companies having regard to the extent of responsibility of such other person for those Losses.
In determining the existence and extent of the responsibility of such other person for Losses for the purposes of the preceding paragraph, no account should be taken of any agreement limiting the amount of damages payable by such person or of any actual or possible shortfall in recovery of this amount (whether this is due to settling or limiting claims, or any other reason).
To the extent permissible under applicable laws, regulations or rules, the aggregate liability of ourselves and our group companies to you and your group companies in respect of all Losses however caused, including arising as a result of breach of contract or statutory duty, negligence or any other act or omission or breach of duty shall be limited to EUR 10 million (ten million euros), or such other amount in US$ or any other currency that is specifically agreed with you in writing.
Notwithstanding the preceding paragraph, we and our group companies, shall not be liable to you and your group of companies, whether as a result of breach of contract or statutory duty, negligence or any other act or omission or breach of duty, for any loss of profit or any special, indirect or consequential Losses arising under or in connection with the services provided.
You agree that we and our group companies have a legitimate interest in limiting the exposure of our and our group companies' directors, officers and employees to litigation and that you will not bring or assist in brining any claim against any of our or our group companies' directors, officers or employees in their personal capacity arising out of or in connection with the services provided.
The limitations of liability and exclusions contained in this section shall not apply to:
- any Losses or liabilities arising as a result of (A) fraud, willful default or gross negligence by us or any of our group companies; or (b) death or personal injury, in each case in jurisdictions where such limitations or exclusions would not be permitted under applicable laws, regulations or rules; or
- any of our (or our group companies') Losses or liabilities to the extent that the limitation or exclusion of such Losses or liabilities would not otherwise be permissible under applicable laws, regulations or rules.
For the avoidance of doubt this section shall be for the benefit of ourselves and our group companies and any of our or their respective directors, officers, employees or consultants involved in the provision of the services. Any such person shall be entitled to rely upon and enforce its terms.
Gallagher (Malta) Limited, Registered Number C19103, is enrolled under the Insurance Distribution Act and is regulated by the Malta Financial Services Authority. Registered Office: The Landmark, Level 1, Suite 2, Triq I-Iljun, Qormi, QRM 3800, Malta.