TERMS AND CONDITIONS FOR SALES AND MARKETING SERVICES FOR INSURANCE COMPANIES

1. INTERPRETATION

1.1 The following definitions and rules of interpretation shall apply:
Agreement: means the agreement incorporating these Terms;
Bima: means Sigmapuzzle Sàrl whose registered office is at 36 Av. Cardinal Mermillod 1227 Carouge, Switzerland (hereafter “Bima”);
Customer: means the insurance company using Bima as a technical provider on its website(s). Customer might be an Insurance Company, a brokerage Company and any insurance specialist willing to use Bima’s Services;
Fees: means payments due by the Customer to Bima;
Final Customer: means the person contracting an Insurance on the Customer’s website;
Insurance Products: means the insurance policies available to the Travel Operators and provided by the Customer using Bima as a sales and marketing solution;
Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
Personnel: means any employee(s), authorised agents or contractors of a party;
Premiums: means Premiums paid by Final Customer or Travel Operator to the Customer for the Insurance Products;
Pre-existing Materials: means all documents, information and materials (including any computer programs, data, reports and specifications) provided by either party relating to the Services which existed prior to the commencement of the Agreement or which are developed at any time independently of that party’s obligations under the Agreement;
Services: means the use of Bima’s technical solution as a sales and marketing tool to distribute Insurance Products to Final Customer through Bima’s network of Travel Operators;
Terms: means these terms and conditions of this Agreement;
Travel Operators: means travel operators using Bima as a technical solution to manage their Insurance Products;
VAT: means value added tax chargeable under laws of the Customer’s jurisdiction as well as international laws.

2. SERVICES

2.1 Bima provides to the Customer a technical solution to distribute Insurance Products to Travel Operators

2.2. Bima does not act as an insurance intermediary. Bima only provides a technical solution to its Customers, which includes:

  • Facilitating Insurance Products live pricing for Final Customers;
  • Facilitating the purchase of Customer’s Insurance Products to Travel Operators and/or Final Customers;
  • Facilitating and automating the Premiums and Fees payment processing from Travel Operators to the Customer and Bima respectively.

2.3 The parties agree that the Agreement shall govern all Services provided by Bima to the Customer and that all other terms and conditions contained in any document(s) passing between the parties, including those set out in purchase orders, proposals or offers, shall have no contractual effect unless the parties agree otherwise in writing in accordance with the requirements of clause 5 below.

3. BIMA'S OBLIGATIONS

Bima shall use reasonable endeavours to provide the Services to the Customer in accordance with the Agreement in all material respects.

4. CUSTOMER'S OBLIGATIONS

4.1 The Customer shall:

  • be responsible (at its own cost) for preparing and maintaining any relevant information for the supply of the Services (to the Customer);
  • obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services

4.2 If Bima’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Bima shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

4.3 The Customer hereby represents and warrants that Bima entering into the Agreement and/or providing the Services shall not give rise to any proceedings claims or demands (or circumstances likely to give rise to the same) by any employee, agent or contractor.

5. AMENDMENTS

Bima reserves the right to alter, modify, update, add to, subtract from or otherwise change this Contract at any time for any reason or no reason at all. Bima will post any changes on Bima’s website, and any changes will become effective immediately upon being posted unless Bima communicates to the Customer otherwise.

6. FEES, PAYMENT PROCESSING AND TAXES

6.1 In consideration of the Services (Sales and Marketing) provided by Bima, the Customer shall pay Fees.

6.2 The Fees amounts are negotiated with each Customer separately. Unless otherwise agreed, the Fees are the one available on the admin panel provided by Bima to the Customer or sent by e-mail by Bima to the Customer (on the e-mail provided by the Customer when registering on Bima’s website).

6.3 Bima does not collect Premiums on behalf of the Customer, but facilitates payment processing. The Fees are automatically charged by Bima to the Customer during the payment processing.

6.4 Bima and the Customer are responsible for their own taxes according to the laws of their own jurisdiction as well as international laws.

6.5 Any dispute or query concerning an payment must be raised within 14 days of receipt, failing which the payment shall be deemed accepted and any right of dispute waived. The parties shall use best endeavours to resolve any dispute promptly.

7. CONFIDENTIALITY

7.1 Each party will keep as confidential any information received from the other which is marked as confidential or is of a confidential nature, including but not limited to business plans, financial information, customers, trade secrets, know how and Premiums. All such confidential information shall be used by the receiving party only insofar as is necessary to provide or receive the Services and shall not be disclosed to any third party without the prior written consent of the disclosing party, except to the recipient’s professional advisers or auditors.

7.2 The obligations in clause in 8.1 will not apply in relation to any information which:

  • is in or comes into the public domain other than as a result of a breach of the Agreement by the receiving party; or
  • is obtained by the receiving party from a third party who owes no obligation of confidence to the disclosing party in relation to such information; or
  • has been developed by or on behalf of the receiving party independently of any information disclosed to it by the disclosing party; or
  • was in the receiving party’s possession or known to it prior to receipt from the disclosing party.

7.3 Neither party shall issue any press release nor make any other statement to the public in relation to the Agreement or the Services provided hereunder without the prior written consent (including e-mail) of the other, which shall not be unreasonably withheld or delayed, except that Bima may state that the Customer is a customer of the Services.

7.4 All materials, equipment and tools, drawings, specifications and data supplied by Bima to the Customer (including Preexisting Materials) shall, at all times, be and remain the exclusive property of Bima, but shall be held by the Customer in safe custody at its own risk.

8. LIMITATION OF LIABILITY

8.1 This clause 9 sets out the entire financial liability of Bima (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

  • any breach of the Agreement;
  • any use made by the Customer of the Services; and
  • any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.

8.2 All warranties, conditions and other terms implied by law are, to the fullest extent permitted by law, excluded from the Agreement.

8.3 The Agreement limits or excludes the liability of Bima in all Insurances matters and in particular for compliance with all Insurance related laws and regulations, which is the only responsibility of the Customer, as Bima only acts as a technical provider.

8.4 Bima shall not be liable for loss of profits; loss of business; depletion of goodwill and/or similar losses; loss of anticipated savings; loss of goods; loss of contract; loss of use; loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

9. TERMINATION

9.1 Bima may terminate the Contract forthwith at anytime for any reason with a 10 business days notice.

9.2 The Customer may terminate the Contract by e-mail sent to info (at) bima.io or using the administration panel provided by Bima (Date of Notice). Bima shall implement this termination (Date of Termination) within 90 business days from the Date of the Notice by the Customer.

9.3 On termination of the Agreement for any reason:

  • the Customer shall honour all the policies contracted before and on the Date of Termination of the Agreement;
  • the accrued rights and liabilities of the parties as at the Date of termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

9.4 On termination of the Agreement (however arising) the following clauses shall survive and continue in full force and effect: Clauses 6, 7 and 8.

9.5 The Customer may suspend or postpone the Services only with the prior written agreement of Bima. Any postponement or suspension not so authorised shall comprise a material breach of the Agreement.

10. SEVERANCE

10.1 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

10.2 If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

11. ENTIRE AGREEMENT

13.1 This Agreement as well as the Fees negotiated with the Customer constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement; save that nothing in this clause shall be construed as seeking to limit or exclude any liability for fraud.

13.2 Each party acknowledges that, in entering into the Agreement, it does not rely on any statement, r epresentation, assurance or warranty (Representation) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in the Agreement.

14. ASSIGNMENT

14.1 Save with respect to any Intellectual Property Rights owned or licensed by Bima, neither party may, without the prior written consent of the other, assign, transfer, charge, mortgage or deal in any other manner with all or any of its rights or obligations under the Agreement.

14.2 Bima may use agents and/or sub-contractors when providing any part of the Services but shall remain responsible for the Services despite any delegation or sub-contracting.

14.3 Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of another person.

15. NO PARTNERSHIP OR AGENCY

Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16. GOVERNING LAW AND JURISDICTION

16.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of Switzerland.

16.2 The parties irrevocably agree that the courts of Switzerland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter.

17. OUR CONTACT DETAILS

Sigmapuzzle Sàrl
36 Cardinal Mermillod
Geneva
1227
Switzerland
+41 22 575 43 55

For any further information please email Bima Team

This document was last updated on May 6th, 2015