Terms of Trade

These Terms and Conditions of Business, whether signed or not by you, take effect when we provide Services to you or place insurance on your behalf, or when we have provided you with Consultancy Services irrespective of whether or not there is a signed agreement in place with you.

These Terms and Conditions of Business, whether signed or not by you, take effect when we provide Services to you or place insurance on your behalf, or when we have provided you with Consultancy Services irrespective of whether or not there is a signed agreement in place with you.

1.Introduction

1.1This document sets out the Terms and Conditions of Business in respect of the business relationship between Aon and its Clients.

1.2These Terms and Conditions of Business apply between Aon and its Clients, regardless of the type of Services Aon provides. Without limiting the generality thereof, they apply whether or not Aon is providing:

1.2.1Services as a Financial Services Provider in terms of FAIS.

1.2.2Consultancy Services in various areas, including, without limitation, risk management services, actuarial services, healthcare services benefits and retirement funding.

1.2.3Pension / Provident fund and Healthcare administration services.

2.Terminology

In these terms and conditions the words used shall bear the meaning assigned to them below:-

2.1"Aon/we/us/our's" shall mean Aon South Africa (Proprietary) Limited, with registered office at The Place, 1 Sandton Drive, Sandhurst, 2196, including all its divisions and subsidiaries from time to time, including any that do not bear the name "Aon" and/or that have a separate FSP registration number to Aon South Africa (Proprietary) Limited. In the absence of anything agreed to by us in writing to the contrary, we do not represent any of the other Aon Group companies or entities, nor do we purport to act as an agent for or on behalf of any of the other Aon Group companies or entities.

2.2"Aon Group" shall mean Aon Corporation, in the United States of America, and any corporations, companies or other entities in which it has a direct or indirect interest, including Aon South Africa.

2.3"Appointment Letter" shall mean a separate appointment letter where you appoint Aon to render certain Services to you.

2.4"Client" shall mean the party with whom Aon enters into this Agreement and/or the Service Level Agreement and/or the Appointment Letter and/or in respect of which it performs any Services.

2.5"Code of Conduct" shall mean the General Code of Conduct for Authorized Financial Services Providers and Representatives published in terms of Section 15 of FAIS.

2.6"Consultancy Services" shall mean the services to be rendered by us to you of a consultancy nature, including, without limitation, risk management services, actuarial services, healthcare services, retirement funding and pension fund administration.

2.7"FAIS" shall mean the Financial Advisory and Intermediary Services Act, No 37 of 2002, as amended from time to time.

2.8"FSB" shall mean the Financial Services Board established by Section 2 of the Financial Services Board Act, No 97 of 1990, as amended.

2.9"Financial Services Provider" shall mean any person, other than a representative, who as a regular feature of the business of such person - (i) furnishes advice; or (ii) furnishes advice and renders an intermediary service; or (iii) renders an intermediary service.

2.10"Intermediary Service" is defined in sub section (3)(b) of FAIS as being, "any act other than the furnishing of advice, performed by a person for or on behalf of a client or product supplier - (a) the result of which is that a client may enter into, offers to enter into or enters into any transaction in respect of a financial product with a product supplier; or (b) with a view to - (i) buying, selling or otherwise dealing in (whether on a discretionary or non-discretionary basis), managing, administering, keeping in safe custody, maintaining or servicing a financial product purchased by a client from a product supplier or in which the client has invested; (ii) collecting or accounting for premiums or other moneys payable by the client to a product supplier in respect of a financial product; or (iii) receiving, submitting or processing the claims of a client against a product supplier".

2.11 "Insurers" shall mean collectively or individually insurers, underwriting management agencies or reinsurers, as the case may be.

2.12"Insured Values" shall mean the amount for which insurance cover is obtained in respect of the property, other asset or interest insured, and the basis on which insurance premium is computed.

2.13"Services" shall mean the services to be rendered by us to you as set out in a separate Service Level Agreement, or as set out in the separate Appointment Letter.

2.14"Service Level Agreement" shall mean a separate Service Level Agreement entered into by and between us and you, which shall cover the various service levels agreed upon.

2.15"Sum Insured" shall mean the value shown in the policy which is the policyholder's (your) calculation of the total value at risk and upon which the Insurer calculates the premium".

2.16 "You/your" shall mean the Client, who has appointed Aon to render certain Services on your behalf, who will be referred to as "the Client" or "you", as the context may require with registered office as is set out in the Appointment Letter and/or the Service Level Agreement, if any.

3.Regulation

We are authorised and regulated by the FSB in terms of FAIS, bearing Licence Number: 20555.

4.Products and Services

We offer a full range of insurance products and our service may include, but is not limited to: advising you on your insurance needs; arranging your insurance cover with Insurers to meet your specific requirements and helping you with any subsequent event or alteration to the insurance we have arranged on your behalf. As part of our service we may assist you with any claim you need to make. We have access to the majority of major Insurers, including Lloyds and global markets, with which we place your insurance. We will advise you should we have any special arrangements with them or if you are required to deal directly with the Insurer for ongoing policy administration. We may issue policies and handle claims on behalf of some Insurers.

5.Disclosure of Information

5.1Instructions:

5.1.1You warrant to us that the director or officer or partner or other employee/s that will represent you in your dealings with us is duly authorized to do so. We will, in any event, endeavour to confirm all instructions in writing (by letter, e-mail or facsimile) in order to avoid any misunderstandings about the cover which you have requested. Written instructions may also be recorded in minutes following meetings. For administration purposes we may record our telephone conversations with you.

5.2Duty of Disclosure:

5.2.1An insurance contract imposes onerous duties upon prospective insureds and their service providers, who are obliged to act with utmost good faith towards Insurers at all times.

5.2.2In particular you are obliged to disclose to Insurers, before the contract is concluded, each and every "material" circumstances or information which may in any way affect the assessment of the risk and, in turn, the decision of the Insurer to insure the risk, as well as the premium payable. The obligation of disclosure is not limited to material circumstances or information of which you are aware; it extends to those circumstances of which you ought to be aware in the ordinary course of your business. You are responsible for ensuring that we have all material documents / information and facts which should be disclosed to Insurers.

5.2.3If there is any doubt as to whether or not a circumstance or information is material to the risk, we recommend you informus thereof.

5.2.4If there is any breach of duty to act with utmost good faith or failure to disclose any material circumstance or information to Insurers, the Insurers may be entitled to void the policy of insurance from inception. In effect, this means they may be entitled to act as if the policy had never existed and to seek recovery of all claims already paid under that policy, although they may be obliged to repay the premium.

5.2.5The duties of utmost good faith and full disclosure arise again on renewal, extension, amendment of any policy or replacement of cover with a new Insurer. They also apply to the making of claims and to any situation during the period of the policy in which you are required, under the terms of the policy or otherwise, to provide information to Insurers.

5.2.6You must take care to ensure that all the information provided to us is true, as Insurers may void a policy based on misrepresentation.

5.2.7If you are in any doubt over any of the policy terms or conditions, please seek our advice promptly.

5.2.8 You agree that you cannot hold us responsible for, and waive any claim against us for any loss/damages suffered by you as a result of incorrect/incomplete data being furnished to us by you.

5.3Proposals, Questionnaires and Forms:

5.3.1With certain classes of insurance you may be required to complete a proposal form or questionnaire. We will provide any advice and assistance you may reasonably require, but we cannot complete or sign the form on your behalf. In completing a proposal, claim form or other document relating to an insurance policy, the accuracy of all answers, statements and/or information is your sole responsibility.

5.4Risk Information:

5.4.1You will be required annually and in the case of any material changes in the interim, to immediately upon becoming aware of such, provide updated risk information with regard to the subject matter to be insured and claims information which will be used for the purposes of obtaining renewal terms from Insurers.

5.4.2All Insured Values / Sums Insured provided by you are deemed by us to be adequate for your purposes and to include VAT at the prevailing rate (unless otherwise stated).

5.4.3If Insured Values / Sums Insured are too low and you are therefore under-insured, then the condition of an average will apply, which stipulates that if the value of the property is greater than the sum insured, then you shall bear the risk of the difference in value. You bear the responsibility to ensure the adequacy of sums insured, and we shall not be liable in any way in the event that you are underinsured.

5.4.4You are reminded that should the subject matter of the insurance or the nature of the risk be altered in such a way as to increase the risk insured under the policy, the Insurer must be given prior written notice thereof and in that situation is entitled to either reject the increased risk, amend the terms of cover and/or charge an additional premium. Where the subject matter of the insurance is so altered as to make it a different risk (as opposed to increasing the risk), the Insurer will not be liable.

5.5Global Accounts / International Insurance Programmes:

In the event that we arrange insurance coverage for you and you are part of a group of companies / entities that falls under an international insurance programme arranged outside of South Africa by one of the other Aon companies, then you agree that:

5.5.1you will have no claim against Aon, whether in contract or in delict, relating to such programme and that Aon's contractual or delictual liability to it only relates to the insurance coverage arranged by Aon for you in South Africa;

5.5.2if you or one of your related companies, employees or agents claims against Aon, in relation to such international insurance programme, then you agree to indemnify and hold Aon harmless in respect of such claim, as well as related liabilities in respect of such claim, including costs and expenses incurred in resisting such claim.

6.Provision of Insurance Premium Costings

6.1We will, when providing a quotation for the placement of your business, use our best efforts to ensure its accuracy and that we can place it at the quoted price.

6.2In cases where we are requested to provide estimated terms without approaching the market, we cannot confirm the final premium until we have agreed the costing with Insurers.

6.3We will inform you of the premium required by Insurers when the payment is due and the terms and conditionsof the scope of coverage have been agreed.

7.Binding of Cover

Cover will only be placed on your specific written instruction and will only be in force once it has been 100% (fully) placed with Insurers and you have received written confirmation of the fact from us. A policy of insurance stipulates that all premiums are payable prior to the inception of cover.

8.Renewal of Cover

Unless otherwise agreed, we will renew your cover in accordance with expiring sums insured and/or limits. We will advise you in writing of the proposed renewal terms including any amendments. All proposed amendments to your insurance programme will be deemed to take effect on the renewal date. It is your responsibility to advise us of your renewal requirements before the expiry of any period of insurance cover and should you not accept the proposed amendments you will be obliged to immediately inform us of this in writing.

9.Mid-Term Amendments

9.1If you require any changes to your insurance covers please contact us immediately, and we will negotiate the changes required. We again draw attention to the duty of disclosure and binding of cover referred to above.

9.2Any notification to Aon of changes required does not mean that cover is automatically in place. As soon as approval of changes has been obtained, we shall accordingly notify you thereof in writing.

10.Confirmation of Cover

10.1We will confirm that we have placed cover or effected your required changes as soon as possible. We will confirm in writing the scope of cover, on your specific request, explain specific terms and conditions which may apply and give you the names of the Insurers with whom the cover or; insurance has been placed. Notice to us of changes required does not mean that cover is automatically in place. The changes to cover will be effective from the date upon which they are accepted by the Insurer and confirmed in writing.

10.2We will endeavour to send you a policy document and/or cover note as soon as practicable but in any event within the timelines prescribed by any applicable law, provided that the Insurer has furnished us with such document. Overseas Insurers may take many months to issue a policy. The policy sets out the various terms, conditions, warranties and exclusions relating to the cover.

10.3Whilst we will endeavour to ensure that the Insurer/s has/have given proper effect to your requirements, it is important that you carefully read all confirmations of cover, schedules, policies and other documents to ensure they meet your requirements. If they do not, we should be contacted as soon as possible. We do not undertake to review the entire wording of insurance policies with you unless specifically requested.

10.4In instances where a policy document is not available before the intended inception date of cover, provided the Insurer has accepted the risk and confirmed this in writing to us, we shall provide you with written confirmation of cover which together with the payment by you of the premium may be regarded as assurance of cover being in place.

11.Payment of Premium and Fees

11.1You are responsible for the payment, in full, of premium and/or fees to us as directed on and immediately on receipt of our invoice.Your policy will state that all premiums are payable on or before the inception of cover. If you do not pay your premiums timeously cover under the policy may be jeopardised. In the event that settlement is required, other than on presentation of our invoice, we will advise you accordingly.It is not our policy to fund the payment of premium on behalf of our Clients to Insurers.Failure to pay your premium on time may result in the voiding of your policy.

11.2Except for monthly policies, or with specific agreement from Insurers, part payments of premium and fees, is not acceptable. On receipt of a part payment, we will hold your payment pending your written instructions on how we should apply the monies to individual premium debits. Any delayed payment may result in void policies for which we can accept no liability.

12.Banking Procedures

12.1Unless otherwise directed, electronic bank transfers in the currency of our invoice should be made directly to:

Bank: Standard Bank of South Africa Limited, Branch: Johannesburg, Branch Code: 000205, Account Number: 000107999.

12.2Notification of the payment must be faxed or e-mailed to the account executive or Finance Department (debtors supervisor) for information purposes, including our invoice reference number(s) of the items being settled.

12.3In the event of premiums being due on a monthly basis, provision should be made for a debit order authorisation.

12.4We only accept cheques by prior written arrangement. It should be noted that no cash payments will be accepted.

12.5Cheques in the currency of our invoice should be delivered to us at Aon South Africa (Pty) Limited, The Place, 1 Sandton Drive, Sandhurst, 2196. Alternatively, if you choose to mail cheques to us to our mailing address, namely PO Box 1874, Parklands, 2121, then you agree that the postal officials are acting as your agent and, in the circumstances, you bear the risk if the cheque is not received timeously by us.

12.6Cheques must be accompanied by our invoice reference number(s), as well as the name of your account executive.

13.Claims

13.1Claims, losses or any circumstances which could give rise to a claim should be notified to us as soon as possible and certainly within any time limit specified in the policy.Such notification should include all material facts concerning the claim, loss or circumstances.Where circumstances so require we will advise you how to proceed with the quantification and settlement of your claim. We will keep you apprised of the progress of your claim and of any special circumstances relating thereto.

13.2The settlement of your claim will depend upon acceptance of the claim by the Insurer. The collection of payments from overseas Insurers may take longer than for local placements.

13.3It is our policy to assist you in conducting claims negotiations and secure interim payments, where appropriate, from Insurers during the process of settling the claim. We will provide this service as long as we are your appointed service provider. We reserve the right to charge you a fee to handle the settlement of outstanding and/or run off claims should you terminate our appointment before such claims are finalised.

13.4Any excess, deductible, or first amount payable is an uninsured part of your claim. We do not undertake to recover such amounts ourselves, unless otherwise agreed in writing with you. We undertake, if agreed upon, to negotiate all insured claims submitted by you during the currency of your insurance programme whilst we continue as your appointed service provider as part of our normal service.

13.5If the circumstances of any claim provide for an excess or deductible to be payable by you to an Insurer then the amount claimable by you from the Insurer will be the net amount, after such excess or deductible has been taken into account.

13.6Any costs not included in the policy will require reimbursement directly from you. These costs may include, administrative costs and all additional costs incurred during the claims negotiation, including but not limited to, legal advice, police reports, tracing agents, travelling and the like. These costs will be agreed with you prior to being incurred.

13.7In the event that we are required to provide advice or services in relation to a claim that we consider to fall outside of the scope of services provided by a short-term insurance intermediary as provided for in terms of common law, any relevant legislation and/or any trade practice currently adopted by us, then we reserve the right to determine whether we are in a position to provide such advice or services and what the cost of that advice or services should be if we agree to provide same. In such a case we will enter into a separate remuneration arrangement with you.

14.Retention of Documentation

We will maintain records of our dealings with you as prescribed by law.

15.Financial Security of Risk Carrier

15.1It is our policy to place your business only with reputable and creditworthy Insurers. We do not accept responsibility for, or guarantee, the future solvency of Insurers or their ability to pay claims.

15.2Should circumstances necessitate it, we may in order to place risks fully or improve terms and conditions of cover, place risks with international markets and/or markets outside South Africa.This shall only be done with your prior consent and after we have consulted with you. In these circumstances local regulations of the insurance markets and the legal ability to obtain and enforce payment of disputed claims may be more expensive and difficult to obtain.

15.3If you require information about any of the Insurers or have specific instructions in this respect please discuss this with us.

15.4If you require us to place all or part of your insurance cover with a market that is not on our approved financial security list, we will require your written authorisation to do so.

15.5We are not the Insurer of any risk nor can we guarantee the availability of a cover. The final choice of Insurer(s) remains with you. If at any time the cover you require can only be provided by an Insurer that is not on our list of approved Insurer(s), we will advise you of such and we will further advise you of the risks of using that Insurer which you will be required to approve in writing. You will indemnify us in such circumstances.

16.Remuneration

16.1Our remuneration may comprise commission from the Insurer/s concerned as a result of placing your business with local and international insurance markets as well as fees for Services rendered to you.

16.2Services for which fees are charged are detailed in a separate Service Level Agreement or Appointment letter.

16.3Remuneration Disclosure

16.3.1Aon is part of a large financial and professional services group of companies, the Aon Group. There are other parts of the Aon Group that may earn and retain remuneration in connection with insurance we place for you. However, these are kept separate and distinct from the Services that we provide to you so that they do not influence us from acting in conflict with your interests. The following are more frequent examples:

16.3.1.1The Aon Group has separate reinsurance broking companies that arrange insurance for Insurers (called reinsurance). In some cases an Insurer may ask one of our reinsurance broking companies to arrange reinsurance in respect of insurance purchased by you, in which case that company may also earn commission or other remuneration.

16.3.1.2The Aon Group has separate specialist broking companies that arrange insurance placements into major insurance markets, acting as wholesale brokers. Such companies may assist Aon in accessing, negotiating, placing, or procuring insurance markets. If this is the case, they may also earn commission or other remuneration.

16.3.1.3The Aon Group provide various consulting and other services for Insurers from time to time. They may earn commission or other remuneration from these services.

16.3.1.4The Aon Group may be entitled to receive remuneration from third parties, including Insurers, due to contingencies, overrides, bonus commissions, and/or administrative expense reimbursements.

16.3.1.5Sometimes an Aon product we recommend may be developed and managed by another company in the Aon Group and is made available to other brokers and their clients as well as Aon. Where this happens, that other company usually acts as the Insurer’s agent in managing the product (sometimes including claims handling and underwriting on the Insurer’s behalf) and earns, and will retain, separate commission and other remuneration for the development, design and management of that product. This may include additional remuneration.

16.3.1.6The Aon Group may also earn remuneration for managing an underwriting agency that may provide insurance to you and this may be linked to volume of business or profitability. We won’t recommend placing any insurance with such an agency unless it’s the best solution for your needs. Your invoice will identify any insurance placed with such an agency.

16.3.2Companies in the Aon Group hold equity and loan stock in other companies as part of our investment portfolio. These companies may occasionally form part of the services we provide and sometimes some of these companies may have an interest in Aon. We will specifically notify you where we have a material interest in any Insurer we recommend or any other company involved in the service we provide that is not obviously part of the Aon Group.

17.Additional Services

We shall, if possible, provide you with additional services upon your request. Such services shall only be rendered if you agree to our proposed fee, for rendering such additional services.

18.Confidentiality

18.1Personal information collection - Purposes of processing data

18.1.1We shall collect and process the following kinds of personal information for the following purposes:

18.1.1.1purposes related to and intended to acquire contractual information or preliminary information; or

18.1.1.2purposes related and intended to performance of the contract as well as the handling of the related contractual obligations between parties; or

18.1.1.3purposes related to and intended to comply with obligations relating to statutory, tax and accounting laws, as well as the maintenance of the law by any public body, including the prevention, detection, investigation, prosecution, and punishment of offences; or

18.1.1.4purposes related to the enforcement of a law imposing a pecuniary penalty; or

18.1.1.5purposes related to the protection of the public revenue; or

18.1.1.6purposes related to the conduct of proceedings before any court or tribunal being proceedings that have been commenced or are reasonably in contemplation; or

18.1.1.7purposes related to the interests of national security; or

18.1.1.8statistical, research, commercial or direct marketing purposes which shall imply to gather useful information in order to improve the communication and/or our solutions, services and products, however nondisclosure of your identity will be observed.

18.1.2Where we disclose your personal information to our agents or sub-contractors for these purposes, the agent or sub-contractor in question will be obligated to use that personal information in accordance with the terms of these Terms and Conditions of Business.

18.1.3In addition to the disclosures reasonably necessary for the purposes identified elsewhere above, we may disclose your personal information to the extent that it is required to do so by law, in connection with any legal proceedings or prospective legal proceedings, and in order to establish, exercise or defend our legal rights.

18.2The way in which data will be processed - Securing your data

18.2.1The processing will be carried out by means of operations carried out with or without the help of electronic or automated means, concerning the collection, recording, organization, modification, selection, retrieval, comparison, utilization, interconnection, blocking, communication, dissemination, erasure and destruction of data, whether the latter are contained or not in a data bank. The processing will be carried out by the data controller.

18.2.2We will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information. We will further implement appropriate technical and organisational measures to secure against the unauthorised or unlawful access to or processing of personal information.

18.3The mandatory or facultative nature of the data

The data required is necessary in order to perform the Services. Your eventual refusal to confer the data shall cause the impossibility to perform the Services.

18.4Cross-border data transfers and further processing

18.4.1Information that we collect may be stored and processed in and transferred between any of the countries in which we operate and in the United States of America.

18.4.2You agree to such cross-border transfers and further processing of personal information.

18.5Rights of information, rectification, correction and update

18.5.1You shall have the right to obtain, free of charge, confirmation as to whether or not personal data concerning you exists, regardless of there being already recorded communication of such data in intelligible form.

18.5.2You, upon proof of identification, shall have the right to be informed of the source of the personal data, of the purposes and methods of processing, as well as of the entities to which the personal data may be communicated. You shall also have the right to obtain updating or rectification of the data, erasure, anonymisation or blocking of data that have been processed unlawfully, including data whose retention is unnecessary for the purposes for which they have been collected or subsequently processed. This shall be done by us within a reasonable time, at a charge to you that is not excessive, in a reasonable manner and in a form that is generally understandable.

18.5.3You shall have the right to object, in whole or in part, on legitimate grounds, to the processing of personal data concerning you, even though they are relevant to the purpose of the collection.

18.5.4Aon and the Aon Group gathers data containing information about its Clients and their insurance placements, including, but not limited to, names, industry codes, policy types, and policy expiration dates, as well as information about the Insurers that provide coverage to its Clients or compete for its Clients’ insurance placements. This information is maintained in one or more databases, including Aon’s Global Risk Insight Platform ("GRIP"), developed by Aon Group to help carriers strengthen their value proposition to clients and with a focus on creating distinctive value for clients. In addition to being used for the benefit of Aon’s Clients, these databases also may be accessed by other Aon affiliates for other purposes, including providing consulting, and other services to Insurers (whether as part of Aon’s GRIP services or otherwise) for which members of the Aon Group may earn compensation. [If you would like a demonstration of GRIP to better understand the value it delivers our clients, please contact your Aon Relationship Manager.]

Due to the global nature of services provided by Aon and the Aon Group, the information you may provide may be transmitted, used, stored and otherwise processed outside the country where you submitted that information.

Each Aon affiliate reserves the right to subcontract incidental and non core aspects of the services provided under this Agreement, such as IT infrastructure and support, without the prior consent of the client. Subject to the terms of this Agreement, the relevant Aon entity will remain liable to the client for the acts or omissions of such subcontractors.

If you have questions about the data processing by Aon and the Aon Group or related compensation, please contact your account executive within Aon.

19.Delegation

19.1In the normal course of our operations we may request other service providers to assist us to service and place yourbusiness.

19.2The remuneration of such other service providers will form part of the agreed fees unless otherwise advised.

20.Restriction of our Liability

20.1We confirm that we have in place professional indemnity insurance and fidelity guarantee cover.

20.2In no event will we be liable to you for any indirect, incidental, special, consequential, exemplary or punitive damages (including, without limitation, lost or anticipated revenues, lost business opportunities or lost sales or profits).

20.3To the fullest extent permitted by law, and except for damages resulting solely and directly from fraud or intentional misconduct by us, Aon’s liability to you for any and all damages, costs, and expenses (including but not limited to attorneys’ fees), whether based on contract, delict (including negligence), or otherwise, in connection with or related to the services (including a failure to provide a service) or any other services that we provide shall be limited to a total aggregate amount of R15 million (Aon Standard) or such higher amount:

20.3.1 as we may agree with you from time to time by express agreement, signed by both of us in accordance with the Aon Choice and Aon Choice Plus provisions contained in Clause 20.12 and 20.13; or

20.3.2 as we specify in our invoice to you for which you have paid the Aon Choice charge or Aon Choice Plus charge within the credit terms applicable in respect of such invoice.

20.4The single total aggregate liability limitation above also applies to:

20.4.1claims and liabilities asserted by your related companies, employees and agents against Aon;

20.4.2claims and liabilities asserted by your related companies, employees and agents against Aon’s related companies, employees and agents; and

20.4.3claims and liabilities asserted by you against Aon’s related companies, employees and agents,

so that the total of all such claims combined cannot exceed the amount set out above.

20.5However nothing in this Agreement shall create, imply, or operate as an admission, that our related companies, employees and agents owe or accept any duty or responsibility to you or to your related companies, employees and agents.

20.6Where any claim or loss arises partly due to an error or omission by us and partly due to an error or omission by you (including one of your related companies, employees or agents), you waive any claims against us and indemnify and hold us harmless for all damage and loss arising from the error or omission by you (including one of your related companies, employees or agents).

20.7To the fullest extent permitted by law, Aon has no liability for any claim or liability asserted by you or by your related companies for any loss arising by reason of or arising out of an error or omission by you or one of your related companies, including any failure to comply with your duty of disclosure.

20.8To the fullest extent permitted by law, any claim against Aon (or any of its related companies, employees and agents) brought by you (or any of your related companies, employees and agents) in connection with or related to the services (including a failure to provide a service) or any other services that we provide including, but not limited to, any contractual, common law or statutory causes of action, must be brought no later than one year from the date that you become aware, or, in the exercise of reasonable diligence, should have become aware, of the grounds for any such claim. You acknowledge and agree that this provision shall take precedence over and supersede any statutes of limitation or repose that would otherwise apply, including, without limitation, The Prescription Act, No 68 of 1969.

20.9We are not responsible for any alleged errors or omissions by a placing broker, co-broker, sub-broker, correspondent broker or other agent that is not a member of the Aon Group of companies, and all such liability is entirely and for all time excluded.

20.10We are not responsible for any loss you may suffer as a result of our calculation or estimation of the premium and statutory charges that apply to your insurance.

20.11If you or one of your related companies, employees and agents claim or make demands against us or one of our related companies, employees and agents for a total amount in excess of the amount set out in Clause 20.3, above, then you agree to indemnify and hold us and our related companies, employees and agents harmless for all liabilities, costs and expenses incurred by us or our related companies, employees and agents in excess of that amount.

20.12Through Aon Standard, Aon Choice and Aon Choice Plus, we have the advantage to offer you different levels of limitations of Aon's liability.

20.12.1 "Aon Standard, Aon Choice and Aon Choice Plus" shall mean the different levels of limitations of liability on the part of Aon offered to our Clients.Each level of limitation of liability shall be limited to a total aggregate amount on the part of Aon in respect of all claims by the Client against Aon arising or resulting from any Services provided by Aon, or acts or omissions by Aon during the time that that level of limitation of liability was in place, even though the claims by the Client against Aon are brought against Aon thereafter.

20.12.2 "Aon Standard" shall mean a level of limitation of liability in terms of which the limitation of liability on the part of Aon in respect of its relevant Client shall be limited to a total aggregate amount of R15 million for any and all claims by the Client against Aon resulting from or in any way related to any Services provided by Aon to that Client, or acts or omissions on the part of Aon relating to that Client.

20.12.3 "Aon Choice" shall mean a level of limitation of liability in terms of which the limitation of liability on the part of Aon in respect of its relevant Client shall be limited to a total aggregate amount of R150 million for any and all claims by the Client against Aon resulting from or in any way related to any Services provided by Aon to that Client, or acts or omissions on the part of Aon relating to that Client.

20.12.4 "Aon Choice Plus" shall mean a level of limitation of liability in terms of which the limitation of liability on the part of Aon in respect of its relevant Client shall be limited to a total aggregate amount of R400 million for any and all claims by the Client against Aon resulting from or in any way related to any Services provided by Aon to that Client, or acts or omissions on the part of Aon relating to that Client.

20.12.5 Aon Standard, Aon Choice and Aon Choice Plus are neither an insurance product nor a limit. This offer to you defines your options relating to Aon's liability limitation parameters and professional liability risk management.

22. Complaints Procedure

22.1In terms of FAIS, we maintain a statutory complaints department and you should formally lodge any complaint with our Compliance Officer. In the event that you require further information pertaining hereto, please refer to Aon’s website at www.aon.co.za.

22.2We maintain, in terms of the Code of Conduct, an internal complaint resolution system and procedures for the resolution of complaints by Clients. A copy of our policy outlining our commitment to you, and system and procedure for, internal resolution of complaints is available on request.

22.3Should you be dissatisfied with our service, you must lodge any complaint in writing with our compliance department.

22.4We shall handle your complaint in a timely and fair manner and take steps to investigate and respond thereto promptly.

22.5Should any complaint not be resolved to your satisfaction through our internal complaint resolution system and procedures, you may then take such further steps as you may deem fit, including the lodgement of a complaint with the Ombudsman for Financial Services Providers.

23.Policy Holder Protection Rules

23.1In terms of Section 55 of the Short-Term Insurance Act, Policyholder Protection Rules have been promulgated.

23.2Those rules aim to ensure that "policies are entered into, executed and enforced in accordance with sound insurance principles and practice in the interest of the parties and in the public interest generally".

23.3If you require a copy of our input in respect of those rules we will provide that.

24.Cancellation of Your Insurance

24.1If, during the period of your insurance programme, your Insurers tender notice of cancellation of your insurance cover, we will utilise our best efforts to replace your programme with suitable new Insurers. In such circumstances, our efforts may be unsuccessful or the replacement cover may differ in cost and comprehensiveness.

24.2We accept no liability for any acts or omissions arising out of the mid-term replacement of your cancelled programme. Our duty to you is to arrange replacement cover as expeditiously as possible under the prevailing circumstances.

24.3We will retain the full annual commission and/or fees on the cancelled programme and we will earn pro rata commission and/or fees on the replacement programme.

25.Consultancy Services

In the event of you using our Consultancy Services relating to risk assessment/management and the following happening:

25.1those consultancy services recommending that certain things should be done by you, with a view to reducing risks; and

25.2you deciding not to implement some or all of those recommendations; and

25.3that not being disclosed by you or us to the relevant Insurers; and

25.4at a later stage those Insurers becoming aware of that non-disclosure and taking steps to invalidate the policy,

then we shall not be liable to you at all, in the event of the Insurers successfully avoiding liability in terms of the policy on the basis of the non-disclosure.

26.Termination of our Appointment

26.1This Agreement may be terminated by either you or us giving 30 (thirty) days notice in writing to the other, or immediatelyin any of the following events:

26.1.1if either you or we commit a material breach of any of the terms of this Agreement which is not remedied within 7 (seven) working days after the aggrieved party has served a notice calling on the guilty party to rectify the breach, except where such breach is due to a cause beyond the control of either you or us, or

26.1.2if either you or we are liquidated, become sequestrated, are subject to business rescue proceedings, make a voluntary arrangement with creditors or have a receiver or administrator appointed.

26.2Upon termination of this Agreement we shall continue handling any outstanding claims work or complete any work in progress provided that we are able to and that an acceptable method of remuneration is agreed between us.

26.3We shall co-operate in ensuring that your insurance broking arrangements can be promptly and effectively continued either by you or by a third party nominated by you at the time.

26.4On request we shall return to you the original or a copy of your current policy documents, your risk information and claims history/experience only on request. All other information / documentation remain our property.

26.5Where any termination, as aforesaid, takes place before the expiry of the full 12 (twelve) month policy period, the full annual fee/commission shall be regarded as having been properly earned by us.

27.Communications / Notices

27.1All introductions and notices to us from you should be in writing. In urgent cases, oral instructions will be accepted. All instructions should be confirmed in writing.

27.2Electronic communications and facsimiles received after normal business hours shall only be deemed to have been received on resumption of normal business hours.

28.Applicable Law

It is agreed that our contractual relationship with you is governed by the laws of the Republic of South Africa.

29.Dispute Resolution

29.1It is agreed that, in the event of a dispute arising between us, we will first try to resolve that dispute by way of mediation.

29.2However, if we are unable to resolve that dispute by mediation within 3 (three) months after it has arisen, then we agree that such dispute will be dealt with by way of arbitration in accordance with the rules of The Arbitration Foundation of Southern Africa.

29.3Such arbitration proceedings shall be held in Johannesburg and conducted in English.

30.Money Laundering / Financial Crime

30.1We may be obliged to request you to furnish us with additional information and/or documentation in order to enable us to comply with the provisions of South African legislation relating to money laundering / financial crime.

30.2Furthermore, we will screen our databases including your records, against the Office of Foreign Assets Control (OFAC) and/or similar lists.

30.3You undertake to furnish us with whatever information and/or documentation that we may require in connection with that.

31.Intellectual Property

You agree and acknowledge that we reserve all right and title and interest in all data, analyses, recommendations, proposals, reports, our knowledge, software, ideas, concepts, methodologies and processes, including, but not limited to insurance strategies, financial information, technical information, systems information, consumer research, information processing, delivery systems, product development, and service development which either party uses, acquires or develops, during the term of, or in the course of the performance of our appointment as service provider to you.

32.Client Acknowledgement

We serve multiple clients within industries, including those with potentially opposing interests to yours. We are committed to maintaining the confidentiality of each client’s information in all such situations. Accordingly, you acknowledge and agree that we may have served, may currently be serving or may in future serve other companies, whose interests are adverse to yours, including parties with whom you –

32.1compete;

32.2have a commercial relationship or potential commercial relationship (e.g. suppliers, distributors);

32.3enter into competitive bidding situations; and

32.4enter into or consider entering into merger, acquisition, divestiture, alliance or joint venture transactions.

33.Third Parties

33.1Any advice, report or information that we provide is given solely for your benefit and cannot be given to or relied upon by any third party (including your related companies, employees and agents, unless expressly agreed to by us) without our prior written consent. We exclude all liability in respect of any advice, report or information provided to any unauthorised third party.

33.2You acknowledge that the services are solely for your benefit and nothing herein shall be construed as conferring any rights upon or duties toward any other person or entity (including your related companies, employees and agents, unless expressly agreed to by us).

33.3If you are obliged to procure insurance to meet a contractual obligation, you must take your own independent legal advice on whether the insurance that we recommend satisfies that contractual obligation. Aon cannot give such legal advice and you irrevocably warrant that you will not seek or rely upon any legal advice from Aon on such matters for any purpose at any time

34.General

34.1If any term of this Agreement is found to be illegal, invalid or unreasonable under any applicable law, regulations or material pronouncements, or invalid or unenforceable under codes of conduct, statements of practice, directions or guidelines issued by any regulator or relevant professional body, then such term shall, insofar as it is severable from the remaining terms, be deemed to be omitted from the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms, which will remain in full effect.

34.2The terms of this Agreement constitute the entire understanding and agreement between the parties; supersede all prior communications, agreements and understandings of the parties with regard to the subject matter of this Agreement. The parties agree that no rights to damages or to claim loss from the other arise from any termination of any prior agreement by this Agreement.

34.3.We are not liable for any failure or delay to perform any of our obligations where such failure or delay is due to causes outside of our reasonable control.

34.4A failure at any time by either you or us to enforce any right or obligation shall not be deemed to be a continuing waiver of such right or obligation.

34.5If any term of these Terms and Conditions of Business is or becomes or is found by a court of law or other competent authority to be illegal, invalid or unenforceable, in whole or in part, under any law, such term or provision or part will to that extent be deemed not to form part of these terms of business and the legality, validity and enforceability of the remainder of these terms of business will not be affected or impaired.