Paper Aeroplane business sheets

Terms of Business Agreement

F & N ( Reading) Ltd t/a Independents

Unit 5, Winnersh Fields, Gazelle Close, Winnersh, RG41 5QS

Phone: 01189 875100  Fax: 01189 875333


Independents’ is a trading name of F & N (Reading) Ltd which is authorised and regulated by the Financial Conduct Authority (FCA). Our FCA Register
number is 586577. You can check our status and permissions at or by contacting the FCA on 0800 111 6768.

F & N (Reading) Ltd is registered in England under Company number 8087666. Our Registered Office is: Eagle House, 25 Amersham Hill, High Wycombe, Buckinghamshire HP13 6NU.

F & N (Reading) Ltd is part of the MRIB Group and is ultimately 100% owned by Nightingales Investments Limited. The registered office is the same.

The Financial Conduct Authority (FCA) is an independent watchdog that regulates financial services.

The FCA has authorised us to advise, arrange, deal in and assist with the placing and administration of all types of General Insurance policies and Pure Protection policies. We are also authorised to undertake certain Consumer Credit activities.

We are required to comply with FCA Principles, Rules and Regulation relevant to an insurance intermediary. These include, but are not limited the following:

 To conduct our business with integrity, and pay due regard to the interests of our clients and to treat them fairly.
 To conduct our business with due skill, care and diligence.
 To pay due regard to the information needs of our clients and communicate information to them in a way which is clear, fair and not misleading.
 To act with due care, skill and diligence when acting for a client in relation to a claim, and to manage conflicts of interest both between ourselves and our clients and also between a client and another client.
 To take reasonable care to establish and maintain such systems and controls as are appropriate to our business.
 To take reasonable care to organise and control our affairs responsibly and effectively, with adequate risk management.
 To adequately protect client money or assets when we are responsible for holding them.
 To maintain and keep up to date a list of insurance undertakings we select from and be able to provide a copy of this list in a durable medium to a client on request.

Accepting our Terms of Business
By asking us to quote for, arrange or handle your insurances, you are providing your informed agreement to these Terms of Business. We draw your particular attention to:
 The section headed ‘Use of Personal Data & Confidentiality’ specifically the paragraph explaining how ‘personal data’ will be used and The sub section titled ‘Credit Checks’;
 The section headed ‘Handling Money’ which explains our terms for handling client money in a statutory trust account;
 The section explaining your responsibilities and insurance policies warranties and conditions precedents.
For your own benefit and protection, you should read these terms carefully. If you are unsure about any aspect of our Terms of Business, or have any questions, regarding our relationship with you, please contact us immediately.

Our Role and Services
As an independent insurance intermediary, we act as agent of our client. We are subject to the law of Agency, which imposes various duties on us and in certain circumstances we may act for and owe a duty of care to other parties.

In certain circumstances, we may act for your insurer, for example where we have delegated authority. In most cases where we are acting on behalf of the insurer, we will be acting as their agent. 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.

Where a premium is paid by instalment facilities and a payment defaults, resulting in the insurance policy or policies being cancelled, we will be acting as your agent and not that of the credit lender. In these circumstances, where the recovery of a debt for the insurer or credit lender is required, you accept that we have the right to recover this debt from you.

Our role is to advise you and, after we have assessed your needs, to make a suitable recommendation.

In some circumstances we do not provide advice and we will confirm in separate documentation, whether or not any advice or recommendation has been made before finalising your insurances.

Where we can offer the availability of an instalment facility, in order to pay the insurance premium, we do not offer advice in relation to this, but we may ask some questions to narrow down the selection of options available, but you will then need to make your own choice about how to proceed.

Our total liability to you, unless otherwise agreed in writing, shall in the aggregate be limited to £5,000,000. We shall not be liable to you for loss of or corruption of data, loss of profit, loss of anticipated savings, loss of business, loss of opportunity, depletion of goodwill, additional operational and administrative costs and expenses, the cost of procuring replacement goods or services, any punitive or exemplary damages or any indirect or consequential loss or damage.

In the event that a conflict arises that is complex or difficult to manage, we will discuss this with you. If you have any concerns in relation to conflicts of interest, please contact us.

Our services include
 Advising you and making recommendation for you after we have assessed your needs. This will include the type of cover you seek together with the costs. Where required you will be provided with a statement of demands and needs prior to the conclusion of the contract;
 Preparing market presentations and negotiating the most appropriate terms
 Arranging cover to meet your specific requirements
 Preparing documentation where this is our responsibility;
 Checking the accuracy of those policies received from your insurers; relating specifically to our placement;
 Ensuring that you and your insurer have agreed all terms prior to the inception of your policy, whenever possible;
 Notifying your insurers of any alterations to an insurance policy, we have placed on your behalf, that you have instructed us to make;
 Discussing your renewal requirements;
 Implementing an appropriate claims recording system to meet your requirements; Upon notification from you, promptly process claims or circumstances which may result in a claim;
 Reviewing claims with you and your insurers;

Customer Classification
Unless otherwise stated, customers are classified as follows:
Consumer – Any natural person who is acting for the purposes which is outside his or her trade, business or profession Commercial Customer – A customer who is not a Consumer
In some circumstances a customer may be acting in his or her capacity as a Consumer and a Commercial Customer and in this instance the customer will be treated as a Commercial Customer. If you are unsure as to what type of customer you are, then please contact us.

Our Product Range and the Range of Insurers Used
We usually select insurances from a range of insurers that will insure for the risk at hand, and this is called a fair & personal analysis of the market.

For certain products, we only select from a limited number of insurers (called a panel) or only offer products from a single insurer. We will give you information about this before we finalise your insurance arrangements; where we select products from a limited number of insurers, you may ask us for a list of the insurers we deal with for these products. If we propose using another intermediary to help place your business, we will confirm this to you in good time before arrangements are finalised.

We can also arrange additional services such as risk management assistance and Health and Safety services. Please note these services are not regulated by the Financial Conduct Authority. In addition, these services do not benefit from the protection offered by The Financial Ombudsman Service or the Financial Services Compensation Scheme.

We may be able to offer finance for insurance instalments through the insurers and/or a credit lender. We will give you further information about this before we finalise your insurance arrangements.

We only place insurance with insurers that meet our minimum financial standards, unless a client provides specific instructions to the contrary. We do not in any circumstance act as an insurer, nor will we make representations, guarantee or otherwise warrant the solvency of, or the ability to meet future claims of any insurer with which we place your business. The decision regarding the suitability of the insurer rest with you. If you have concerns regarding the suitability of any insurer recommended for your insurance requirements, you must advise us as soon as possible and we will discuss them you.

If an insurer ceases trading we will do our best to assist you, but you should note that in those cases of insurer insolvency where the insurer has granted Risk Transfer to F & N Reading, premiums held by us will be deemed to have been paid to that insolvent insurer and therefore cannot be returned to clients. Similarly, any claim money held by F & N Reading may be returnable to the insolvent insurers or their liquidators, rather than the client. A liability for the premium, whether full or pro-rata, may arise under policies where a participating insurer becomes insolvent.

Complaints and Compensation
Our aim is always to provide our customers with a high quality insurance service. However, we are aware that, occasionally, it is possible that we may fail to meet your expectations. If for any reason we have not met your expectations, let us know as soon as possible, by calling our main office telephone 01494 450011 or write to The Compliance Officer at MRIB Group, Eagle House, Amersham Hill, High Wycombe, Buckinghamshire HP13 6NU.

When dealing with your complaint, we will follow our complaints handling procedures; a summary of these procedures is available on request. If you are still not satisfied, you may be entitled to refer the matter to the Financial Ombudsman Service (FOS). For further information, you can visit their website

Access to the FOS is available for complainants coming within one of the following categories at the time we receive their complaint:
 Consumers (private individuals acting for purposes which are wholly or mainly outside that individual’s trade, business, craft, or profession)
 Micro-enterprises (businesses employing fewer than 10 persons and with a turnover or annual balance sheet total not exceeding €2 million
 Other small businesses (with an annual turnover of below £6.5m, and less than 50 employees or with an annual balance sheet total of below £5 million
 Charities with an annual income of under £6.5 million
 Trustees of a trust with a net asset value of under £5 million

We are covered by the Financial Services Compensation Scheme (FSCS) for our insurance mediation activities. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. If you are eligible to claim from the FSCS, compensation is available in relation to insurance advising and arranging as follows:

 90% of the claim, without any upper limit;
 100% of the claim without any upper limit for
– compulsory classes of insurance (such as Third Party Motor or Employers Liability); and
– ‘pure protection’ contracts, professional indemnity insurance, and general insurance claims arising from the death or incapacity of the policyholder owing to injury, sickness of infirmity, all where an insurance intermediary has failed to pay money to an insurer, pay away money it has received from an insurer, or has failed to take steps to allow the insurer to effect the contract of insurance.

Further information about compensation scheme arrangements is available from the FSCS on 0800 678 1100 (free phone) or 020 7741 4100 or at

Payment for Our Services and of Premiums
Our remuneration may be a fee, or as commission from insurers, product providers and where applicable credit lenders, which is a percentage of the total annual premium.
You will receive a quotation before your insurance arrangements are concluded, which will tell you the total price to be paid and which identifies separately, any fees, taxes and charges which are payable in addition to the insurance premium.
Commission and fees are earned for the policy period and we will be entitled to retain all fees and commission in respect of the full policy period in relation to policies placed by us. All refunds of premiums, for example for cancellation or the reduction of cover, will be allowed net of commission.
We reserve the right to make charges in addition to any insurance premiums, for the arranging, amending, renewing and cancellation of any policy of insurance. These charges will always be advised to you before the purchase of insurance and shown separately on our invoices.

Arranging new policies from £10.00 to £150.00
Mid-term adjustments from £10.00
Refunds (we refund NET of our commission) £25.00
Renewals from £10.00 to £150.00
Cancellation (we refund NET of our commission) £25.00
Finance agreement default administration fee £35.00

Any contract entered into for the funding of premiums is separate from the insurance contract, and, as such, is not dependent upon the provision of an insurance contract.
If you choose to enter in a finance arrangement, this will be subject to interest charges which we will confirm to you when providing you with the full details. Importantly, the arrangement you will enter into will be with the finance company, not us. It is an entirely separate contract irrespective of the insurance contract. In the event of your failure to meet with the contractual obligations regarding payment the finance provider could approach the insurer and will ask for the policy to be cancelled to recoup their outstanding finance arrears. You will be liable to pay their costs and charges if you do not keep up your repayments and cover is cancelled under your policy. This is because the agreement is between you, the policyholder and the finance company direct, not us or the insurer. The Premium Credit default charge of £85.00 will apply and the Close Premium Finance default charge of £30.00 will apply.

We use Premium Credit and Close Premium Finance for the provision of premium finance facilities. Your policy cover will cease if you fail to keep up payments on an instalment agreement or premium finance facility related to it.

For the avoidance of doubt no payment shall be deemed to have been received until we have received cleared funds. We reserve the right to cancel the policies should premiums remain unpaid. If we have not received a premium from yourselves we are under no obligation to pay the premium by the payment date to insurers, product providers or other intermediaries on your behalf. We have no responsibility for any loss that you may suffer as a result of insurers cancelling the insurance or taking other such prejudicial steps as a result of a late payment of such sums.
In good time before the conclusion of each insurance contract, or upon renewal, we will remind you of your right to be informed of the level of commission we receive. You are entitled at any time, to request information regarding any commission which we may have received as a result of placing your insurance business.
We also draw your attention to the sections headed ‘Cancellation of Insurances and ‘Ending Your Relationship with Us’.
Full payment of premium, fees, taxes and charges is due before cover commences, or as otherwise stated in our invoice or letter regarding payment which will be issued to you.
We reserve the right to retain certain documents such as your Policy, Motor Certificate or No Claims Bonus Proof until all premiums, fees, tax and charges have been paid. In these circumstances we will ensure that you receive full details of your insurance cover and will provide you with any documents you are required to have by law.
In addition to commission or an agreed fees basis of remuneration we may also receive benefit from:

 Earnings that we are able to generate due to the volume of our account placed with certain insurers combined with its underwriting performance, which are not identifiable to any specific account;
 Earnings that we are able to generate through management of cash balances held on behalf of insurers and clients which are not identifiable to any specific amount;
 Earnings that are receivable from credit lenders calculated by reference to the total volume of premiums financed, delinquency ratios and average financing rates applied;
 Commission that we are able to generate due to the account status that we have with certain insurers
 Administrative Fees or Commissions for services provided to insurers or other suppliers.
 Commission or fees receivable from certain companies in connection with uninsured loss recovery

Client Money
We will hold money that you pay to us in accordance with the regulator rules. All monies received are held under a risk transfer agreement with the insurers.
Client money is money in any currency which we hold on behalf of our clients. The FCA requires us to keep client money a non statutory trust insurer bank account.
The account have to be held with an FCA approved bank and client money must be kept totally separate from our own.
All client money received by F & N Reading will be held within a statutory trust client account and will be governed by FCA client money rules.
F & N Reading have financial arrangements with all insurance companies on a ‘Risk Transfer’ basis. This means that we act as agents of the insurer in collecting premiums and handling refunds due to clients. In these circumstances such monies are deemed to be held by the insurer(s) with which your insurance is arranged, and they will bear the risk of any losses in the event of our firm becomes insolvent.
For the purpose of some transactions, client money may pass through other authorised intermediaries before being paid to the insurer, and your premium may be passed to these intermediaries for payment to insurers. These firms are also required to hold clients’ money in a separate trust account. We will also inform you if at any time we are required to pass your premium to firms that operate outside the UK where the protection may be different. Should you not wish us to pass premiums to a firm outside of the UK, please inform us.
We are not permitted to use client money balances to provide credit for customers or potential customers. As a consequence, of these rules, we will not be able to allow any refund of premium until such time as we receive the credit of premium from the insurers.
We may withdraw any commission due to us following receipt of your payment, which may be prior to us transferring the premium to the insurer or other intermediaries.

Cancellation of Insurances
Policies may be cancelled by notifying us in person, by telephone, letter or email confirming the reasons for and date of cancellation. In the event of cancellation, charges for our services will apply in accordance with the ‘Payment for Our Services and of Premiums’ section of this agreement.
The terms of your policy may allow insurers to retain the premium in full or to charge short period premiums in the event of cancellation before the policy expires.

Ending Your Relationship with Us
Subject to the immediate settlement of any outstanding premiums, fees, taxes and charges, you may instruct us to stop acting for you. Your instructions must be given in writing and will take effect from the date of receipt.
You should note that cancellations cannot be backdated. In the case of motor insurance, policies can only be cancelled by you once you have returned the motor insurance certificate or motor cover note.
In circumstances where we feel we cannot continue providing services to you, we will give you a minimum of 7 days’ notice. Valid reasons may include but are not limited to non-payment of premiums, fees, taxes and charges, failure to provide requested documentation or information, deliberate failure to comply with terms set out in insurers documentation, deliberate misrepresentation or non-disclosure or attempted fraud, use of threatening or abusive behaviour or language, or intimidation or bullying of our employees or suppliers.
Unless otherwise agreed in writing, if our relationship ends, any transactions previously initiated will be completed in accordance with these terms of business. You will be liable to pay for any transactions concluded prior to the end of our relationship and we will be entitled to retain commission received for conducting these transactions, together with all fees charged by us for services provided.
In the event that we no longer place insurance for you and if we continue to handle your claims, we will agree a separate fee for future work.

Your duty to give information
If you are a commercial customer you have a duty to give a fair presentation of risk to the insurer. This means that you should disclose every material circumstance relevant to the risk being insured following a reasonable search within your business to identify and verify such information. This should include information which you and where applicable your senior management, persons responsible for arranging your insurance or other relevant third parties know or ought to know and should include all information that would influence the judgement of the insurer or that would put the insurer on notice that it needs to make further enquiries.
Examples of material circumstances are:
 Special or unusual circumstances relating to the risk:
 Any particular concerns which led you to seek insurance cover for the risk; and
 Anything which those concerned with the class of insurance and field of activity in question would generally understand as being something that would be dealt with in a fair presentation of risks for this type of insurance.
The information must be presented in a way which would be reasonably clear and accessible to a prudent insurer. If you are unsure whether to disclose any information you should speak to us. You need to take into account the size and complexity of your business and allow yourself sufficient time before your renewal date to consider and / or assess your insurance requirements.
Failure to provide a ‘fair representation’ may result in a number of remedies by the insurer. If the breach was deliberate or reckless the insurer can void the contract and keep the premium. If the breach was not deliberate or reckless the insurer can void the contract, proportionately reduce a claim settlement or amend the insurance policy terms and conditions then review the merits of a claim on this basis.

You should therefore always provide complete and accurate information to us when questioned regarding the insurance risks your business faces before taking out a policy, at renewal and throughout the life of the policy. This also applies to your responses in relation to any assumptions you may agree to in the process of applying for insurance cover.

Your duty to review the information
You must check all details on any proposal form or statement of fact and pay particular attention to any declaration you may be asked to sign.
It is important that you read all insurance documents issued to you and ensure that you are aware of the cover, limits and any terms that apply. If the documentation is incorrect, or does not meet with your requirements or instructions, please contact us immediately.
You must inform us immediately of any changes in circumstances which may affect the services provided by us or the cover provided by your policy.
At all times it is your responsibility, to ensure that insured values and policy limits are adequate. It is therefore strongly recommended that you seek advice from the appropriate professionals to ensure of this.
If you are unsure about any matter, please contact us for guidance.

Warranties and Conditions Precedent.
Your policy contains a number of WARRANTIES and CONDITIONS PRECEDENT.
Warranties may also be referred to as conditions, endorsements or special terms.
These warranties are terms which you must comply with word for word, otherwise the insurer might not pay any claims and might cancel your policy from the start. Even if there is no connection between a breach of these terms and the cause of the loss.
Failure to comply with these terms may leave you with no insurance cover and your claim not being paid
Conditions Precedent: Some conditions do impose a responsibility on you to have done something or completed something before a certain section of the policy will operate. If you do not comply with the request as stated, cover will not be in place.
Please ensure you read the insurance documents and ask if you are unsure on any matter.

Use of Personal Data & Confidentiality
Information provided to us by you will remain confidential and be used for the purpose of providing insurance broking services to you, or to others where we are required to fulfil a regulatory or legal obligation and as set out in our Privacy Policy. This means that your personal information will be used to process your policy, understand your needs and improve our services. It may be shared with third parties where required to do so for us to provide our services to you, or where we have appointed third parties to manage our business.

Where you have agreed, or in circumstances where to do so will be in our mutual interests, we may contact you, or pass on your contact details to other companies within the MRIB Group, to provide you with further information about our wider products and services. You can opt out from receiving such communications by contacting us.

In your dealings with us you may provide us with information that may include data that is known as personal data. Where we process personal data, we comply with statutory data processing requirements as set out by the Data Protection Act 2018. The personal data we will collect may include information relating to your name, address, date of birth, health or criminal offences. In processing personal data for insurance purposes about your health or criminal offences, we will only do so to enable us to provide our service to you and on the basis of it being in the public interest.

The Data Protection Act 2018 provides you with Access Rights that allow you to gain an understanding on the data being processed, who we share it with, for what purpose, why we need to retain it and retention periods, to object to the processing and to place restrictions on the processing, to request copies of your data and to request the deletion of your data. If you require further information on how we process your data or you wish to exercise your rights, please contact us. How we process your personal data is detailed further within our Privacy & Fair Processing Policy, which can be accessed via our website at or a copy can be provided on request.

Nothing in the agreement overrides the Broker’s duty to place the interests of its client before all other considerations nor shall this agreement override any statutory legislative or regulatory requirements (whether obligatory or advisory) which may apply to the Broker.

Information provided to you by us by way of reports and publications constitutes confidential and proprietary information belonging to us and may only be disclosed and/or used in accordance with permission granted by us. Any other disclosure and/or use is strictly prohibited and we reserve the rights amongst others, to take such action as is necessary to protect our confidential and proprietary information.

Please note that English Law recognises the existence of an implied contract of insurance permitting insurers to inspect certain documents which we hold as your broker. Some insurers have slightly wider access than others. You should be aware that the right to inspect does not depend on your prior consent having been given.

Depending on the circumstances of the insurance contract, we may need to transfer data outside of the jurisdiction of the European Economic Area. Your personal information may also be used for crime prevention.
Please note that telephone calls with us may be recorded for compliance and training purposes.

For the purposes of the Data Protection Act, we act as Data Controllers.

Credit Checks
We and other firms (insurers, other intermediaries or credit lenders) involved in arranging your insurance, may use public and personal data from a variety of sources including credit reference agencies and other organisations. The information is used to help tailor a price, to ascertain the most appropriate payment options for you and to help prevent fraud. Any credit reference search will appear on your credit report, whether or not your application proceeds. If you have any questions about this or any other matter, please contact us.

Financial Crime and the Proceeds of Crime Act
We are committed to minimising the threat of financial crime and have a zero tolerance policy towards acts of bribery and corruption. We expect all entities with whom we do business in the UK and Worldwide to comply with all applicable law, statutes, regulations and codes relating to anti-bribery and corruption including the Bribery Act 2010.

Neither Party to this agreement shall take any action which facilitates the evasion of taxes anywhere in the world or which is contrary to any related financial crime laws and regulations (including without prejudice to the generality of the foregoing the Criminal Finances Act 2017).

We will screen all client names against UK and international sanctions lists and other intelligence data to ensure that we do not violate any laws.

UK fraud and money laundering regulations require us to obtain evidence of the identity of clients for whom we act at the start of a business relationship. For companies evidence of identity will usually comprise a copy of the certificate of incorporation, the latest Report & Accounts, a list of directors and shareholders and details of the client’s bank account displayed on headed paper and signed by an officer of the Company. We may ask you to update this information from time to time.

We are obliged to report to the National Criminal Intelligence Service any evidence or suspicion of money laundering at the first opportunity and we are prohibited from disclosing any such report.

Claims payments will be made in favour of you. If you require a payment to be made to a third party then you must provide written instructions including full details of the payee and a brief explanation for your request.