(a) These Terms and Conditions apply to your appointment as a Distributor of FreightInsure to provide the Authorised Financial Services on FreightInsure’s behalf as and from the date of the Certificate of Authority issued to you.
(a) From the date of the Certificate of Authority, you are authorised to arrange for the issue, variation and disposal of general insurance products limited to goods-in-transit policies as an agent and general insurance distributor of FreightInsure, and strictly on a no-advice basis.
(b) You are authorised to service the Customers located anywhere within Australia.
(c) You accept the appointment on the terms set out in these Terms and Conditions.
(a) The only relationship between you and FreightInsure is of principal and agent for the provision of the Authorised Financial Services by you to the Customers.
(b) You acknowledge that you operate your own business and you are not in any way a joint venturer, partner or employee of FreightInsure and the FreightInsure is not an employer of you or any of your Personnel.
(a) FreightInsure will pay you the Remuneration within 45 days after the end of the quarter (the three month period ending on 31 March, 30 June, 30 September or 31 December, as applicable) in which the policy premium was received and banked by FreightInsure.
(b) FreightInsure may deduct any amounts owed by you to FreightInsure from any Remuneration payable to you.
(c) All amounts payable to you under these Terms and Conditions are exclusive of any GST liability which may arise.
(d) If FreightInsure is obliged by law to deduct or withhold any income or other tax then FreightInsure may deduct this amount from the amount payable to you.
(e) The parties will issue recipient created tax invoices for taxable supplies relating to Remuneration.
(f) The parties each warrant that at the date of acceptance of these Terms and Conditions and at any time during the Term when a taxable supply is made they are or will be registered for GST. A party must produce written evidence of registration on request from another party. You must provide a tax invoice to FreightInsure within 28 days after the date of a taxable supply. Any tax invoice rendered in connection with a taxable supply under these Terms and Conditions must comply with the requirements of the GST laws.
You agree to comply, and ensure that your Personnel authorised to provide the Authorised Financial Services comply, with the following obligations:
5.1 General
(a) Provide the Authorised Financial Services strictly on a no-advice basis, limited to factual descriptions only of the relevant financial products.
(b) Disclose to Customers that you are providing the Authorised Financial Services on behalf of FreightInsure and is being remunerated for such by FreightInsure.
(c) Let Customers know about the availability of FreightInsure and the Insurer’s complaints process that covers complaints by the Customer in relation to the Authorised Financial Services and how that process may be accessed by the Customer.
5.2 Marketing
(a) Only enter into contractual arrangements with Customers on behalf of FreightInsure on the terms and conditions stipulated by FreightInsure in these Terms and Conditions or notified to you by FreightInsure from time to time;
(b) Obtain the FreightInsure’s written sign-off before publishing any promotional materials, stationery or other materials which identify FreightInsure;
5.3 Transacting Business
(a) Transact all Authorised Financial Services provided on behalf of FreightInsure through and in the name of FreightInsure;
(b) Provide the Customer with all other information and notices required by the Legislation, including for retail Customers, product disclosure statements and confirmation of transactions;
5.4 Money Management
(a) Accept payment from Customers for Authorised Financial Services only in the following manner:
(i) By credit card in favour of FreightInsure; or
(ii) By collection on account from Customers, in which case FreightInsure will invoice you at the end of each calendar month, payable within 7 days, for all premiums of all policies sold in that month.
(b) Obtain FreightInsure’s prior written consent before:
(i) Extending credit terms (including time for payment to Customers outside FreightInsure’s usual credit terms; or
(ii) Incurring costs or charges on behalf of FreightInsure.
(c) Pay all the expenses of and incidental to the management and development of the Customer portfolio of policies incurred by you.
5.5 Compliance
(a) Comply with all Legislation relating to the provision of Authorised Financial Services and your conduct as a Distributor of FreightInsure.
(b) Comply with all FreightInsure’s codes of practice, systems, policies and procedures as notified from time to time.
(c) Comply with any lawful direction of FreightInsure regarding the operation and management of the Customer portfolio of policies.
(d) Take all reasonable steps to ensure that you do not commit any act or omission which causes or contributes to or may result in you or FreightInsure failing to comply with the Legislation.
(e) On request (and not less than 24 hours’ notice), provide FreightInsure or its nominee with all information reasonably available and on request (and not less than 24 hours’ notice), provide FreightInsure or its nominee with all information and access to records reasonably available that they reasonably require to ensure that you are complying with these Terms and Conditions, the Legislation and any other reasonable business purpose determined by FreightInsure;
(f) Supply, free of charge, to any person who requests it, a copy of your Certificate of Authority as soon as practicable after receiving the request and in any event within 10 business days after the day on which you received the request and after that authorisation ceases, then supply, free of charge, to any person who requests it, a copy of the authorisation provided by FreightInsure.
5.6 Cyber security requirements
(a) Have appropriate information security controls in place (including but not limited to periodic penetration testing and vulnerability assessments) to protect Customer information in its possession and under its control from unauthorised access;
(b) Ensure that the information security controls referred to above are tested every 12 months or when there is a material change to information assets or the business environment;
(c) Notify FreightInsure as soon as possible and, in any case, no later than 5 business days, after you become aware of a material information security control weakness which you expect you will not be able to remediate in a timely manner.
5.7 Information security requirements: Compliance with Privacy Law
(a) Comply with the Privacy Act (Cth) 1988 and any related legislation, regulations, rulings or guidelines of the Privacy Commissioner as amended from time to time (Privacy Laws) that apply to you in connection with the performance of your obligations under these Terms and Conditions and in connection with the Authorised Financial Services;
(b) Establish and maintain procedures and systems reasonably necessary to ensure you comply with the standards and obligations of the Privacy Laws, including safeguards against destruction, unauthorised disclosure, loss or alternation of the records;
(c) Promptly implement measures to restore the security of any compromised personal information (as defined by the Privacy Laws) and provide all such assistance and information as FreightInsure may reasonably require in connection with any required notifications to relevant regulators and affected individuals and in connection with any investigation by a regulator;
(d) Use all reasonable efforts to assist FreightInsure to comply with the applicable Privacy Laws in relation to correction, deletion or restriction of access to personal information;
(e) Maintain a record of all requests for access to personal information in connection with the activities performed under these Terms and Conditions and, if requested, produce these records within a reasonable period and in any event within 3 business days of a request by FreightInsure; and
(f) As soon reasonably practicable notify FreightInsure in writing of any suspected or actual breach of any of these information security requirements.
5.8 Information security requirements: Data Breach
(a) Notify FreightInsure within 48 hours after becoming aware of any unauthorised access, use, disclosure or loss of personal information (a Data Breach) that has a material impact, or has a potential material impact (including financial or non-financial impact) to FreightInsure and/or the Customers;
(b) Provide all reasonable assistance to FreightInsure (including access to personnel, documents, systems and premises) and ensure your personnel provide all reasonable assistance, to allow FreightInsure (or its nominee) to investigate the Data Breach;
(c) Where a Data Breach is found to be attributable to any act or omission by you or your personnel, bear the costs incurred by FreightInsure in complying with its legal obligations and in respect of remediating the Data Breach, the parties will agree a notification and remediation plan to be executed by them in relation to notifying the relevant regulator and the affected individuals and paying for any remediation costs associated with the Data Breach; and
(d) Not disclose to any third party, the existence or circumstances surrounding any Data Breach without obtaining the other party’s prior written consent, to the extent permitted by the Legislation.
5.9 Access to systems
(a) Only use the FreightInsure System for the authorised and lawful purposes to conduct business that relates to the Authorised Financial Services;
(b) Not alter or modify the whole or any part of the FreightInsure System nor embed any part of any of FreightInsure System with any other computer software programs nor, save to the extent expressly permitted by the Legislation, decompile, disassemble, translate or reverse engineer the object code of any of the FreightInsure System nor attempt to do any of these things.
(c) Adhere to any Guidelines, including security procedures provided by FreightInsure from time to time, including:
(i) not giving passwords to the FreightInsure System to any other person; and
(ii) protecting passwords to the FreightInsure System from disclosure to any other person.
5.10 Representatives
Ensure that any representatives performing the services or activities in connection with these Terms and Conditions and Authorised Financial Services are notified of and agree to abide with the obligations contained in this clause 5 when performing those services or activities.
6.1 FreightInsure will:
(a) Provide you with reasonable information and details relating to FreightInsure Systems and the Guidelines and notify you of any changes in a timely fashion;
(b) Provide you with up to date details of its payment arrangements including credit card facility and nominated bank account for the purpose of direct deposits.
(c) Provide you with a quarterly statement of all amounts owed to and/or payable by you.
6.2 FreightInsure grants a licence to you to use the registered business name “FreightInsure” on the stationery, signage, websites, communications, business cards, correspondence and other advertising and promotional content (whether in physical or digital form) as approved by FreightInsure for use in connection with the Authorised Financial Services.
6.3 FreightInsure may at the end of each quarter during the Term, meet with you to review your performance including the adherence with these Terms and Condition and such review will take place on a date agreed by you and FreightInsure, which must be on a mutually agreed date prior to the end of the relevant quarter.
7.1 You warrant, and continue to warrant throughout the period of your authorisation, that you have not and none of your employees, officers, agents and subcontractors appointed in connection with the Authorised Financial Services have:
(a) Held a financial services authority that was subsequently suspended or revoked other than for commercial reasons;
(b) Been the subject of a banning order or a disqualification order under the Corporations Act 2001 (Cth);
(c) Ever been found guilty of or had a criminal conviction recorded for theft or fraud;
(d) Ever been convicted of an indictable offence;
(e) Ever been declared insolvent or ever been declared bankrupt; or
(f) Been the subject of any investigation by any regulatory authority in respect of any of the above.
7.2 You warrant that:
(a) you will not engage in any conduct that is likely to detrimentally affect the AFSL held by FreightInsure and will procure the reasonable cooperation of your Personnel appointed to provide the Authorised Financial Services to do the same; and
(b) you have fully disclosed and will continue to disclose to FreightInsure all material and relevant information known to you that would be likely to affect your appointment and/or any of your Personnel as a representative including any information relevant to good, fame or character as determined under the Corporations Act 2001 (Cth) or would otherwise affect FreightInsure’s AFSL.
8.1 You agree to indemnify FreightInsure for any loss, damage, liability or expense sustained by FreightInsure as a result of your acts or omissions including those of your Personnel, whether that act or omission constitutes a breach of these Terms and Conditions or not.
8.2 Your liability will be reduced proportionately to represent the share of responsibility that you have for the loss, damage, liability or expense according to the extent to which you (or your Personnel) breach any provision of these Terms and Conditions or your (or your Personnel’s) negligent or wrongful acts or omissions caused or contributed to the loss, damage, liability or expense.
8.3 Any indemnity given under these Terms and Conditions in favour of third party, is held on trust by FreightInsure for the benefit of the party so entitled.
8.4 This clause will survive the termination of the relationship between you and FreightInsure.
9.1 FreightInsure will:
(a) maintain a contract of professional indemnity insurance for your benefit and FreightInsure whilst you hold an authorisation under this agreement and for 7 years following termination;
(b) pay all costs and premiums in respect of that contract of insurance.
9.2 You must:
(a) immediately notify FreightInsure in writing of any claim or circumstances which might give rise to a claim against you, FreightInsure or the Insurer;
(b) on request, provide FreightInsure with all information required by FreightInsure’s professional indemnity insurer in order to enable FreightInsure to obtain the contract of professional indemnity insurance; and
(c) indemnify FreightInsure for any claim not actually indemnified by the Insurer, and for any excess or deductible payable in respect of any claim made under the professional indemnity policy arranged by FreightInsure, where the claim arose from your acts or omissions.
9.3 This clause will survive the termination of the relationship between you and FreightInsure.
10.1 You must not divulge, allow to be divulged or make use of any Confidential Information other than:
(a) for the purposes of providing Authorised Financial Services in accordance with these Terms and Conditions;
(b) as required by law; or
(c) with the prior written consent of the owner of the Confidential Information (such consent not to be unreasonably delayed or withheld).
10.2 You acknowledge that FreightInsure is the owner of the Intellectual Property and all current and future goodwill associated with it and you agree you will not challenge or dispute FreightInsure’s ownership.
10.3 This clause will survive the termination of the relationship between you and FreightInsure.
11.1 FreightInsure will notify you and provide you with guidelines, policies, procedures, directions and requirements (Guidelines) or will agree Guidelines with you from time to time in relation to the provision of the Authorised Financial Services by you or your obligations under these Terms and Conditions. You must act in accordance with the Guidelines current at the time of providing the Authorised Financial Services or performing your obligations under these Terms and Conditions.
11.2 FreightInsure may vary the Guidelines by providing written notice to you not less than 10 business days (or such shorter period as may be agreed between the parties) before the variation is to take effect.
12.1 The parties agree that any Authorised Financial Services performed pursuant to these Terms and Conditions will be transacted via full electronic connectivity between your information technology system(s) and FreightInsure’s information technology systems (FreightInsure System), unless otherwise agreed between the parties.
12.2 You are liable to FreightInsure for the accuracy and completeness of all data and information transmitted by you via the FreightInsure System.
12.3 You acknowledge that FreightInsure is liable to the Insurer for the accuracy and completeness of all data and information transmitted to the Insurer via the FreightInsure System and for any inaccurate or incomplete information that may cause loss, damage or expense to FreightInsure for which you will be liable.
12.4 To the extent permitted by law, FreightInsure is not liable to you in respect of any loss or damage including any indirect or consequential damages, loss of business, loss of profits, or loss of goodwill, however caused, which may be suffered or incurred or which may arise by the use of the FreightInsure System.
13.1 The parties must attempt in good faith to resolve any dispute between them in connection with these Terms and Conditions by negotiation.
13.2 If any dispute cannot be resolved by negotiation between the parties within 10 business days or such further period as the parties agree is appropriate, then within the following 10 business days the parties must seek to agree on the procedural rules and a timetable for resolving the dispute through mediation by a mediator agreed upon by the parties, or if the parties cannot agree, a mediator appointed by the Australian Disputes Centre or any body which replaces it.
13.3 The costs and expenses of the mediation and any venue for the mediation must be shared equally between the parties in dispute or as otherwise agreed in writing.
13.4 A party may not commence court proceedings or arbitration (other than an urgent interlocutory application) relating to any dispute arising from these Terms and Conditions unless that party has complied with this clause.
14.1 These Terms and Conditions shall continue until suspended or terminated in accordance with the following clauses (Term).
14.2 FreightInsure may suspend the authorities granted to you immediately if you:
(a) breach any Legislation;
(b) commit any serious or persistent breach of any of the provisions of these Terms and Conditions or any Guideline, direction, requirement, policy or procedure with which FreightInsure from time to time requires you to comply;
(c) are the subject of an investigation, disciplinary action or enforcement action by a regulatory authority (including ASIC); or
(d) do or omit to do anything which might cause FreightInsure to commit a Significant Breach.
14.3 The suspension may operate until the breaches are remedied to the reasonable satisfaction of FreightInsure or until either party terminates these Terms and Conditions. The parties must continue to perform all other obligations during such suspension.
14.4 These Terms and Conditions may be terminated:
(a) By either party, giving the other party 90 days’ notice in writing;
(b) By either party, immediately if the other party goes into liquidation or has a receiver or administrator appointed (whether voluntarily or not) or, makes an assignment or composition with its creditors, except where the operation of this clause is stayed under the Corporations Act 2001 (Cth); or
(c) By you, immediately if FreightInsure’s AFSL is suspended or cancelled.
15.1 On termination of these Terms and Conditions (for any reason):
(a) FreightInsure will own the right to service the Customers and will be entitled to all commission and/or fees payable in respect of all insurances arranged or renewed after termination of these Terms and Conditions;
(b) You must return to FreightInsure all hard copy and copies of all soft copy records in your possession or control relating to the Authorised Financial Services provided to the Customers under these Terms and Conditions. You may retain copies of records which it is required to keep for legal or taxation purposes; and
(c) You must return to FreightInsure all forms of promotional material, equipment and other materials belonging to FreightInsure or referencing FreightInsure’s name which was used for the purposes of the Authorised Terms and Conditions.
15.2 This clause will survive the termination of the relationship between you and FreightInsure.
16.1 FreightInsure reserves the right to change, amend, modify, add or delete any of these Terms and Conditions, at any time and at its sole discretion.
16.2 You will be notified of any changes or amendments in writing to the Contact email specified by you in your Account and Credit Application.
16.3 Your continued services as a Distributor of FreightInsure following any changes to the Terms and Conditions signifies that you accept and agree to the changes, and all acts in connection with the Authorised Financial Services following the change will be subject to the amended Terms and Conditions.
17.1 Any waiver by FreightInsure of any one breach or default committed by you will not constitute a waiver of any other breach or default.
17.2 If any provision of these Terms and Conditions are found to be void, voidable, illegal or otherwise unenforceable, the remaining provisions of the Terms and Conditions will remain in full force and effect.
17.3 References to a business day in these Terms and Conditions means a business day in the New South Wales.
17.4 These Terms and Conditions are governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions.
18.1 Where appearing in these Terms and Conditions, the following words have the meaning set out below.
AFSL means Australian financial services licence.
ASIC means the Australian Securities & Investments Commission.
Authorised Financial Services means the financial services set out in clause 2 and on the Certificate of Authority.
Certificate of Authority means the certificate issued by FreightInsure to you appointing you as a Distributor in accordance with clause 2.
Customer means a person(s) or company(ies) to whom you provide Authorised Financial Services on behalf of FreightInsure.
Confidential Information means information concerning the organisation, business, finances, Customers, suppliers, employees, affairs, transactions, trade secrets, operations, processes or dealings of FreightInsure which is not in the public domain and which is or may be received by you in connection with these Terms and Conditions.
Distributor means a product distributor as defined under the ASIC Corporations (Basic Deposit and General Insurance Product Distribution) Instrument 2025/520.
FreightInsure System has the meaning given in clause 12.
Guidelines have the meaning given in clause 11.
GST has the meaning given in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).
Legislation means all acts, regulations, codes of practice and any relevant circular, directive, policy statement and the like issued by any government or industry body which apply to the provision of insurance services.
Insurer means Assetinsure Pty Ltd ABN 65 066 463 803 (AFSL 488403) and any other insurer that underwrites the insurance products offered by FreightInsure from time to time.
Intellectual Property means all current and future copyright and related rights, patent application rights, patent rights, design rights, trade mark rights (whether registered or unregistered), Confidential Information and know-how arising out of or in any way connected with any documents or material developed or written by you for or on behalf of FreightInsure or in the provision of services on behalf of FreightInsure.
Personnel means in respect of a party, that party’s employees, officers, consultants, contractors and agents.
Remuneration means the Commission Percentage (as noted on your Account and Credit Application) of gross written premiums for business arranged by you.
Significant Breach means a breach which is reportable to any regulatory authority (including ASIC) under the Legislation or which would otherwise constitute a serious or persistent breach of the Legislation.
Term has the meaning given in clause 14.1.