1Parties and acceptance

This Service Offer Agreement (the “Agreement”) is between the client identified in a request, proposal, order form, engagement letter, invoice or other service record (“Client”, “you”) and LLP “Insurance Broker “Kompetenz”, Business Identification Number (BIN) 220940002589, operating under insurance brokerage Licence No. 2.3.3 dated 08 April 2024 (“Kompetenz”, “Company”, “we” or “us”), unless an applicable Engagement Document expressly identifies another duly authorised Kompetenz entity.

You accept this Agreement by signing or approving an engagement document, instructing us to begin work, submitting information for a placement, paying an invoice, or using a deliverable after receiving notice of these terms. A person accepting for an organisation represents that they have authority to bind it.

This Agreement is intended primarily for business clients. If you qualify as a consumer, provisions apply only to the extent permitted by mandatory consumer law.

2Definitions and order of priority

Engagement Document

A signed proposal, statement of work, order form, broker appointment, mandate or written confirmation describing particular Services.

Services

Insurance or reinsurance brokerage, placement support, risk analysis, consulting, claims support or other work agreed in writing.

Markets

Insurers, reinsurers, underwriting agencies, brokers, service providers and other counterparties approached in connection with the Services.

Deliverables

Reports, models, presentations, placement materials, recommendations and other work product prepared by us.

If documents conflict, the order of priority is: (1) a document signed by both parties that expressly overrides another document; (2) the Engagement Document; (3) this Agreement; and (4) other incorporated policies. An insurance or reinsurance contract is separate and governs coverage.

3Scope of Services

Only Services expressly described in an Engagement Document are included. Changes, additional work and urgent requests may require revised timing and additional fees. We may use affiliates, correspondents, co-brokers, consultants and technology providers to perform Services while remaining responsible to the extent stated in the Engagement Document and applicable law.

4Nature of our role and no guarantee

Website content, indicative terms, market commentary, models and oral discussions are informational and non-binding. Coverage exists only when confirmed in an enforceable policy, treaty, binder or other contract issued or accepted by an authorised Market. The Client must review that contract and promptly report discrepancies.

Recommendations involve professional judgment based on information available at the time. Future losses, prices, capacity, laws and Market behaviour cannot be predicted with certainty. Unless expressly agreed, we do not provide legal, tax, accounting, investment, actuarial certification, engineering certification or regulatory advice.

5Client obligations

The Client must act honestly, cooperate promptly and:

• provide complete, accurate and timely information, including all material facts relevant to underwriting or advice;
• verify values, limits, locations, loss histories, forecasts and assumptions before they are presented to Markets;
• notify us promptly of material changes, incidents, claims, threatened claims and deadlines;
• review proposals, policy wordings, exclusions, warranties, conditions, premiums, taxes and payment dates;
• obtain independent specialist advice where a matter is outside our agreed role;
• maintain lawful rights to all data supplied and authorise its disclosure for the Services; and
• comply with risk controls, warranties and continuing disclosure duties under applicable contracts.

We may rely on information supplied by the Client and third parties without independent verification unless verification is expressly included. Incomplete, late or misleading information may invalidate coverage, reduce recovery, delay placement or expose the Client to additional costs.

6Placement, documentation and Markets

We select and approach Markets using professional judgment, Client instructions, available capacity and compliance requirements. We may decline to approach a Market or proceed with a transaction where there is a legal, sanctions, reputational, credit, operational or conflict concern.

The Client is responsible for deciding whether to accept offered terms. We do not guarantee the financial condition or continuing performance of any Market. Any rating, financial information or market assessment is time-sensitive and may be obtained from third parties.

Evidence of cover, summaries and certificates may not contain every term. The final policy, treaty or contract wording governs. The Client must notify us promptly if final documentation is not received or appears inconsistent with agreed instructions.

7Fees, commissions, premiums and taxes

Compensation may include Client fees, insurer or reinsurer commissions, brokerage, service charges, administration charges or other remuneration permitted by law. The applicable basis will be described in an Engagement Document, quotation, invoice or disclosure.

Invoices are due on the stated date and, if no date is stated, within 10 calendar days. The Client must pay all applicable taxes, duties, bank charges and currency conversion costs, excluding taxes on our net income. Overdue amounts may accrue interest at the lower of 1.5% per month and the maximum lawful rate, plus reasonable recovery costs.

Premium payment obligations are strict. Kompetenz is not required to advance premium or tax. Failure to pay may prevent inception, cause cancellation, suspend claims payment or leave the Client uninsured. Money handling, if any, is subject to applicable law and written instructions.

8Conflicts, market relationships and remuneration

Kompetenz and its affiliates may act for other clients, maintain commercial relationships with Markets, receive volume-based or service remuneration, use facilities or panels, or provide services to parties whose interests differ from the Client’s. These circumstances do not by themselves prevent us from acting.

We maintain procedures intended to identify and manage material conflicts. Where a conflict cannot reasonably be managed, we may disclose it, establish information barriers, obtain consent, limit the scope of work or withdraw. The Client may request additional information about remuneration to the extent disclosure is lawful and reasonably available.

9Compliance, sanctions and financial crime

Each party must comply with applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, export control, fraud prevention and insurance laws. The Client must provide ownership, identity, source-of-funds and transaction information reasonably requested for due diligence.

We may screen persons, entities, vessels, assets, territories and transactions against relevant lists. We may delay, reject, freeze, report or terminate activity where required by law or where we reasonably identify a compliance risk. To the extent legally permitted, we are not liable for loss caused by good-faith compliance action.

10Confidentiality, records and personal data

Each party will protect the other’s non-public information using reasonable care and use it only for the engagement, internal risk management, compliance, defence of claims or other lawful business purposes. Information may be disclosed to affiliates, Markets, advisers, auditors, regulators, courts and service providers on a need-to-know or legally required basis.

Personal data is handled under our Privacy Policy and applicable data-protection law. The Client confirms it has delivered any required notices and obtained any required permissions for data shared with us. We may retain engagement records for legal, regulatory, professional and evidentiary purposes.

11Intellectual property and permitted use

Kompetenz retains ownership of its methodologies, templates, models, software, know-how, databases and pre-existing materials. After full payment, the Client receives a non-exclusive, non-transferable licence to use final Deliverables internally for the purpose for which they were prepared.

Deliverables may not be resold, published, relied upon by a third party, used for another transaction or modified in a misleading way without our written consent. Third-party materials remain subject to their owners’ terms. Feedback may be used by us without restriction, provided we do not disclose Client confidential information.

12Disclaimers and limitation of liability

To the maximum extent permitted by law, Services and Deliverables are provided with reasonable professional care but without any implied warranty of merchantability, fitness for a particular purpose, uninterrupted availability or achievement of a commercial outcome.

Kompetenz is not liable for loss caused by a Market’s act, insolvency or claims decision; inaccurate or late Client information; cyber or communications failure outside our reasonable control; unauthorised reliance; or a change in law or market conditions.

Nothing excludes liability that cannot lawfully be excluded, including liability for fraud or wilful misconduct and any other mandatory statutory liability. A claim must be notified promptly and, unless a longer mandatory period applies, commenced within one year after the Client knew or reasonably should have known of the relevant facts.

13Client indemnity

To the maximum extent permitted by law, the Client will defend, indemnify and hold harmless Kompetenz, its affiliates and personnel from third-party claims, penalties, costs and reasonable legal fees arising from: (a) Client-provided information or instructions; (b) the Client’s breach of this Agreement or law; (c) infringement or unlawful data supplied by the Client; (d) unauthorised use or distribution of Deliverables; or (e) acts of persons for whom the Client is responsible.

This indemnity does not apply to the extent a final court decision determines that the loss resulted directly from Kompetenz’s fraud or wilful misconduct.

14Term, suspension and termination

The Agreement begins on acceptance and continues until the engagement ends. Either party may terminate on 30 days’ written notice unless an Engagement Document states otherwise. We may suspend or terminate immediately for non-payment, non-cooperation, false information, abusive conduct, conflict, loss of authorisation, compliance risk, insolvency or material breach.

Termination does not affect accrued rights, premium obligations, completed work or provisions intended to survive, including payment, confidentiality, intellectual property, liability, indemnity and dispute terms. The Client must pay for work performed and non-cancellable commitments incurred up to termination.

15Force majeure and electronic communications

Neither party is liable for delay caused by events beyond reasonable control, including natural catastrophe, epidemic, war, civil disturbance, labour disruption, government action, sanctions change, utility or telecommunications failure, cyber incident or Market closure. Payment obligations for completed Services are not excused.

The Client authorises ordinary electronic communications and understands that email and internet transmission carry security and delay risks. Each party will use reasonable safeguards. We may rely on instructions appearing to come from authorised Client contacts unless we have reason to doubt authenticity.

16Governing law and disputes

An Engagement Document may specify governing law and forum. If it does not, this Agreement and non-contractual obligations are governed by the laws of the Republic of Kazakhstan, without regard to conflict-of-laws rules, and the courts located in Almaty have exclusive jurisdiction.

Before proceedings, a party must give written notice describing the dispute and allow 30 days for good-faith senior-level negotiations, unless urgent interim relief is required. Nothing limits a regulator’s authority or any mandatory right to bring a claim in another forum.

17General provisions

The parties are independent contractors. Neither may bind the other except as expressly authorised. The Client may not assign an engagement without our consent; we may assign to an affiliate or successor in connection with a reorganisation or transfer of business. No third party receives rights under this Agreement unless expressly stated.

Notices may be delivered to the contacts in the Engagement Document and are effective when received. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder continues. A waiver must be in writing. This Agreement and incorporated documents form the entire agreement concerning their subject matter.

We may update these standard terms prospectively by posting a revised version. Material changes will not retroactively alter a signed Engagement Document unless agreed or required by law. English is the controlling version to the extent permitted by applicable law.