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TERMS OF BUSINESS AGREEMENT (TOBA)
version 0.3 15.06.2018

For RAC Breakdown Insurance supplied through the Keychoice Sales Platform

In using the Keychoice Sales Platform and this RAC microsite the user, hereafter referred to as “the Agent”, accepts the following Terms and Conditions:

Or view TOBA version 0.3 PDF 15.06.2018

1. Appointment and Authority

1.1 RAC Motoring Services ("RACMS") provides roadside repair and recovery insurance for vehicles in the United Kingdom and the Republic of Ireland, for which it does not require authorisation under the Financial Services and Markets Act 2000 ("FSMA") to effect or carry out contracts of insurance.  RACMS also provides various related services about vehicle breakdowns.  RACMS is authorised under FSMA to act as an insurance intermediary.  RAC Insurance Limited (“RACIL”) provides onward travel and European breakdown insurance, and other motor insurance related products.  RACIL is authorised under FSMA to effect and carry out contracts of insurance.  

1.2 RACMS is appointed by RACIL to sell and administer onward travel and European breakdown insurance on its behalf, and RACMS is also appointed by other insurers (together the “Insurers”) to sell insurance on their behalf and is permitted to sub-delegate all or part of its appointment.

1.3 The Agent wishes to make breakdown and related insurance and various related services provided by RACMS and the Insurers available to its customers. RACMS hereby appoints the Agent as its agent and as the Insurer's sub-agent for the sale of breakdown products, on the terms of this TOBA.

1.4 The Agent confirms it is authorised under FSMA to arrange and sell contracts of insurance.  The Agent wishes to sell insurance policies provided by RACMS and the Insurers on the terms of this TOBA.

1.5 The terms of this TOBA are in addition to any Intermediary Agreement between the Agent and Key choice. In the event of conflict, the terms of this TOBA shall prevail.

1.6 In making Insurance Arrangements, the Agent undertakes to RACMS that it will fully comply with all relevant legislation, regulations, guidance and statutory reporting requirements as affects the business conducted under this TOBA. 

1.7 The Agent shall take out and maintain professional indemnity insurance as required by FSMA, and shall provide to RACMS upon request, a copy of such insurance policy.

1.8 The Agent shall notify RACMS if:

any authorisation or approval under FSMA or relevant to the activities, is or is likely to be terminated, suspended, withdrawn, refused, expired, made subject to conditions or otherwise come to an end; or

if the Agent becomes aware of any actual or pending investigation or enforcement or disciplinary action by any Regulator (including any proposed or threatened regulatory enforcement action and/or any steps taken by any Regulator which indicate that such regulatory enforcement action may or will be taken).

2. Arranging Cover

2.1 The Agent is authorised by RACMS to make Insurance Arrangements solely based on this TOBA. RACMS authorises the Agent to, and the Agent shall:

provide quotations for breakdown insurance contracts only in the form of the full policy wording made available to the Agent on the Key Choice Sales Platform from time to time (“Policies”) on behalf of RACMS;

enter Policies on behalf of and for the account of RACMS;

issue and despatch Policies and Policy related literature and materials including Polices, Policy booklets, Policy Schedules, Policy Summaries and proposal forms (“Fulfilment Material”) in accordance with Clause 14;

effect any necessary alteration, endorsement or cancellation of any Policy after it is issued; 

renew any Policy on behalf of RACMS.

2.2 Notwithstanding the authorities granted to the Agent by this TOBA, the Agent does not act as either RACMS’s or the Insurers Authorised Representative (as defined by the FCA Handbook)

2.3 All Policies shall be in the form made available on the Key Choice Sales Platform from time to time, and the Agent shall have no authority to amend, alter or extend any terms of the Policies.

2.4 The Agent shall bring the Policy terms to the notice of the prospective customers in accordance with regulatory requirements and any additional information required by RACMS at the point of sale.

2.5 The Agent shall not whether orally or otherwise, make or give any promises, warranties, guarantees or representations concerning the Policies other than those set out in the Policies. The Agents shall use their best endeavours to uphold the reputation of RACMS and the Insurers and represent them in a professional manner.

2.6 If, during the 14-day period from acceptance of a Policy by a Policyholder (the “Cooling-Off Period”), a Policy is cancelled in accordance with the Policy, the Policy shall be cancelled immediately and the Agent shall issue to the Policyholder, a full refund of the retail price and IPT paid for the Policy by the Policyholder, PROVIDED THAT the Agent first determines that such Policyholder has not received any service(s) under its Policy prior to issuing any refund. No refund shall be provided outside of the Cooling-Off Period in any circumstances.

2.7 The Agent shall pay to RACMS (acting on its own behalf and as agent for Insurers) the net premium as set out on the Key choice Sales Platform from time to time and IPT at the prevailing rate (calculated in respect of the retail price) on all Policies sold in each calendar month, whether or not collected from the Policyholder, by no later than 30 days after the end of the calendar month in which such Policies are sold and account to RACMS in accordance with Clause 3.4.

2.8 RACMS has not specified a retail price at which the Policies are to be sold and, the Agent may add commission to the net premium as it see fit. If RAC reasonably believe that the retail price is too high and/or the retail price may not meet FCA TCF requirements, RAC shall have the right to fix the Agents maximum retail price. If the Agent does not agree to the retail price, the Agent may terminate the Agreement by providing RAC with 7 days’ notice in writing.

2.9 If the Agent:

2.3.1 fails to properly and fully account to RACMS and/or Insurers for IPT on any amount paid in relation to any Policy; or 

2.3.2 charges an amount whether about the Policy, or any services provided to a Policyholder or any other person, and that amount is subject to IPT or any other tax or duty for which RACMS and/or the Insurers have any liability to collect and/or account to HMRC, 

and where in consequence HMRC raises any action or demand against RACMS and/or the Insurers, then the Agent shall reimburse to RACMS (acting on its own behalf and as agent for Insurers) all such tax or duty together with all costs, expenses, interest, penalties and fines which RACMS or Insurers (as the case may be) sustains or incurs because of such action or demand being brought. Any such reimbursement shall be made within 10 days of receiving a written request, with details of such action or demand and setting out the tax, duty, costs, expenses, interest, penalties and fines incurred by RACMS and/or Insurers.

2.10 The Agent accepts responsibility for ensuring the sales procedure is fully compliant with the FCA rules (and/or any other relevant regulatory authority), and agrees to indemnify RACMS for any claims or complaint redress that must be made as a direct result of non-compliance, or where the Financial Ombudsman Service find in favour of a claimant/complainant where compliance to the sales procedure cannot be proved.

3. Premiums, Commission and Accounting and Reporting

3.1 RACMS shall at the end of each calendar month, using the Daily List (described in Clause 3.4) supplied by the Agent, produce an invoice in respect of the net premium and IPT due to RACMS and send the same to the Agent.  The Agent shall pay RACMS in accordance with Clause 2.7. 

3.2 If the Agent disputes part of the invoice then the Agent shall notify RACMS which elements of the invoice are in dispute together with full reasons and, if the dispute cannot be resolved within 2 days, RAC may remove the disputed elements and present a revised invoice and the disputed elements shall be invoiced separately and payable upon resolution of the dispute.

3.3 Late payments of any monies due from the Agent to RACMS will incur interest charges at the rate of 2.0% above the prevailing bank base rate as set by HSBC Bank.

3.4 The Agent shall make available to RACMS (acting on its own behalf and as agent for the Insurers) via the Key Choice Sales Platform a daily list of all Policies sold by the Agent that day (“Daily List”) as set out in Annex 1 of this TOBA and such other information which RACMS shall reasonably request from time to time.

4. Non- Validating Vehicles

4.1 Where RACMS is requested to provide services to any vehicle which has not been notified to RACMS as an insured vehicle on the Daily List (above) (“Non-Validating Vehicle”) it shall do so subject to the user of such Non-Validating Vehicle paying for such services direct to RACMS. If the Agent can subsequently demonstrate to RACMS's reasonable satisfaction that such vehicle was a vehicle insured under a Policy under this TOBA then RACMS shall, subject to receipt of the relevant net premium and IPT reimburse the customer for the fees paid.

5. Exclusivity and Non-Solicitation 

5.1 RACMS acknowledges that any person insured under a motor policy sold by the Agent who is also the legal holder of a Policy under the terms of this TOBA (“Policyholders”) are and remain the clients of the Agent who has the ultimate right to handle and deal generally with all such Policyholders. RACMS shall not, during the continuance of business conducted under this TOBA and for the period of two (2) years after its termination, (however caused) knowingly solicit the custom of any Policyholder. 

6. Credit Risk Transfer

6.1 RACMS (acting on its own behalf and as agent for Insurers) authorises the Agent to act as RACMS's and Insurers’ agent for the purposes of receiving and holding premiums received from or payable to Policyholders about the Policies ("Risk Transfer Monies"), such that:

6.1.1 the valid receipt of the retail price and IPT by the Agent will constitute valid receipt by RACMS and Insurers; and

6.1.2 retail price and IPT refunds held by the Agent but due to the Policyholder will be deemed to be held by RACMS and Insurers until transmitted to the Policyholder. The Agent and RACMS (acting on its own behalf and as agent for Insurers) acknowledge and confirm that the terms of the Policies are compatible with the provisions of this Clause 6. 

6.2 The Agent may co-mingle retail price (including refunds of retail price) monies and IPT under this Agreement with Client Money (as defined by the Regulatory Rules).  RACMS (acting on its own behalf and as agent for Insurers) hereby consents to such co-mingling and agrees that RACMS’s and Insurers’s interests will be subordinated to the interests of the Agent’s clients (other than insurance undertakings).  

6.3 If the Agent is to co-mingle funds held as agent for RACMS and Insurers pursuant to Clause 6.2 in a non-statutory trust account, it must hold all Risk Transfer Monies as follows:

6.3.1 the Agent shall open and maintain a segregated bank account with an Approved Bank (as defined by the Regulators) for the holding of monies as agent of insurance undertakings and shall use such account for the banking of retail price (including refunds of retail price) monies and IPT.  Such account shall be a trust bank account or equivalent (including holding money as agent in Scotland) and shall be for the sole benefit of those insurance undertakings on whose behalf the Agent holds monies and shall contain no money other than that held as such insurance undertakings’ agent;

6.3.2 prior to holding any funds in the account referred to in Clause 6.3.1, the Agent must provide RACMS with a copy of the written confirmation of the bank with which the account is held to the effect that:

a) all money standing to the credit of the account is held by the Agent as trustee (or if relevant in Scotland, as agent) and that the bank is not entitled to combine the account with any other account or to exercise and right of set-off or counterclaim against money in the account in respect of any sum owed to it on any other account of the Agent; 

b) that the title of the account sufficiently distinguishes that account from any other account containing money that belongs to the Agent, and is in the form requested by the Agent; and

c) obtain RACMS's written approval of the form of trust deed required to set up the account and provide RACMS with a copy of the executed trust deed (or, where the Agent is situated in Scotland, enter into an agency agreement with RACMS to establish and govern the operation of the account);

6.4 In relation to the account referred to in Clause 6.3.1, the Agent shall also require its auditors annually to give an opinion as to if the account is being operated in accordance with the terms of the trust deed and provide copy of such opinion to RACMS upon request;

6.5 No advances of credit obtained by the Agent secured on the account referred to in Clause 6.3.1 shall be made without the prior written consent of RACMS;

6.6 The Agent shall take all steps necessary to ensure that the establishment and operation of the account referred to in Clause 6.3.1 complies with all applicable local laws; and

6.7 All interest paid on Risk Transfer Monies held by the Agent in accordance with this Clause 6 shall be for the account of the Agent who shall be entitled to withdraw such interest at any time, subject to any applicable Regulatory Requirements.

7. Commencement and Termination 

7.1 This TOBA commences on the date of acceptance by the Agent (the “Commencement Date”) and shall continue unless terminated in accordance with Clause 7.2 until RACMS or the Agent provide each other with seven (7) days’ written notice to in writing (the “Term”). Notices may be delivered by hand or sent by prepaid first class recorded delivery post sent to RACMS at RAC House, Rockhurst Crescent, Walsall, WS5 4AW or to the last known address of the Agent. Notice sent by post shall be deemed to have been received by the addressee at noon on the second business day after posting, excluding the day of dispatch. 

7.2 Either party shall be entitled forthwith to terminate this relationship by written notice to the other if:

7.2.1 The other party commits any material breach of any of the provisions of this TOBA; or

7.2.2 the other party goes into liquidation, or an encumbrancer take possession of or a Receiver of Administration is appointed over any of the property or assets of that other party, or an Administration Order is made in respect of that other party or that other party makes a voluntary arrangement with its creditors; or

7.2.3 the other party ceases to be authorised under FSMA or ceases or threatens to cease to carry on business; or

7.2.4 the Agent fails in any manner to hold and account for monies due to RACMS strictly in accordance with FCA rules or as required under this TOBA; or

7.2.5 The Agent is in breach of Clause 15.1.

7.3 Upon termination:

7.3.1 all services provided shall cease except those applying to Policies which remain in force;

7.3.2 any net premium accrued which has not been paid will immediately become due and payable to RACMS;

7.3.3 the Agent shall continue to provide RACMS with all information that is necessary to satisfy any applicable regulatory requirements or is reasonably required in relation to the on-going administration of the Policies;

7.3.4 the Agent shall immediately cease the promotion, distribution and sale of the Policies; 

7.3.5 the Agent shall continue to process in the ordinary course of business any application which was received but not accepted by the Agent prior to the effective date of termination and any application which was received by the Agent on or after the effective date of termination but within the maximum thirty (30) day quote validity period;

8. Data Protection

8.1 In this section the following terms shall have the following meanings:

Applicable Law any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or any jurisdiction that the Shared Data is processed in, or from which it is provided;

Complaint a complaint or request relating to either party’s obligations under the Data Protection Laws relevant to the Shared Data, including any compensation claim from a Data Subject or any notice, investigation or other action from a Supervisory Authority;

Controller has the meaning given to that term (or to the term ‘controller’) in the GDPR;

Data Protection Laws any Applicable Law relating to the Processing, privacy, and use of Personal Data, as applicable to the Agent, RACMS and/or the Shared Data, including:

in the United Kingdom:

the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003, SI 2003/2426, and any laws or regulations implementing Directive 95/46/EC (Data Protection Directive) or Directive 2002/58/EC (ePrivacy Directive); and/or

the General Data Protection Regulation (EU) 2016/679 (GDPR), and/or any corresponding or equivalent national laws or regulations (Revised UK DP Law); and

in member states of the European Union: the Data Protection Directive or the GDPR, once applicable, and the ePrivacy Directive, and all relevant member state laws or regulations giving effect to or corresponding with any of them;

Data Subject has the meaning given to that term in the GDPR;

Data Subject Request a request made by a Data Subject to exercise any rights of Data Subjects under the Data Protection Laws;

International Organisation means any organisation with an international membership, scope or presence (including international non-governmental organisations and non-governmental organisations that operate internationally);

Personal Data Breach has the meaning given to that term in the GDPR;

Processing has the meanings given to that term in the GDPR (and related terms such as Process have corresponding meanings);

Processing Details means the scope of Processing as set out in Annex 2 (Processing Details);

Security Measures means: 

in relation to the Processing of the Shared Data by either party, any security requirements set out in Annex 2 (Processing Details); and

all measures required by Article 32 of the GDPR;

Shared Data means Personal Data provided by the Agent to RACMS pursuant to this Agreement;

Supervisory Authority means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering the Data Protection Laws; and

Transfer Safeguards safeguards that are recognised under the GDPR or the Revised UK DP Law for permitting the transfer of Personal Data outside of the European Economic Area and/or the United Kingdom (as applicable).

RELATIONSHIP OF THE CONTROLLERS

8.2 The parties agree that, for the Shared Data, the Agent shall be a Controller for the Agent Processing Purposes and RACMS shall be a Controller for the RACMS Processing Purposes.  The parties are not jointly determining the purposes and means of processing the Shared Data.

8.3 The Agent and RACMS shall each comply with their respective obligations under the Data Protection Laws in connection with their Processing of the Shared Data and the exercise and performance of their respective rights and obligations under this Agreement.

DETAILS OF PROCESSING

8.4 Unless required to do otherwise by Applicable Law, each party shall (and shall ensure each person acting under its authority shall) Process the Shared Data in accordance with their respective obligations in the Processing Details and shall not process the Shared Data in a way that is incompatible with those Processing Details.

8.5 If Applicable Law requires the either party to Process the Shared Data other than in accordance with the Processing Details that party shall promptly notify the other party of any such requirement (unless Applicable Law prohibits such notification on important grounds of public interest).

8.6 For the avoidance of doubt, the Agent acknowledges and agrees that any additional RACMS recipients set out in the Processing Details shall also be entitled to Process the Shared Data for the RACMS Processing Purposes.

TECHNICAL AND ORGANISATIONAL MEASURES

8.7 Each party shall implement and maintain, at its cost and expense, the Security Measures in relation to its Processing of the Shared Data to ensure that:

8.8 the Processing will meet the requirements of Data Protection Laws and ensure the protection of the rights of Data Subjects;

8.9 the level of security in respect of Shared Data Processed by it is appropriate to the risks that are presented by the Processing, in particular from: 

8.10 accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Shared Data transmitted, stored or otherwise Processed; and

8.11 any harm, damage and/or distress that might be suffered by a Data Subject to whom the Shared Data relates.

COMPANY OBLIGATIONS

8.12 The Agent shall:

8.12.1 when collecting the Shared Data, provide all necessary notices and obtain all necessary consents from Data Subjects to enable the Agent to transfer the Shared Data RACMS in compliance with all Data Protection Laws and to allow RACMS, the Insurers (and any other RACMS recipients identified in the Processing Details) to Process the Shared Data as contemplated by the Processing Details and this Agreement; 

8.12.2 ensure that all necessary notices and consents are clear and provide sufficient information to enable the Data Subjects to understand what of their Personal Data is being shared with RACMS, the circumstances in which it will be shared, the purposes of the sharing, the identity of RACMS (and any other RACMS recipients identified in the Processing Details) and the RACMS Processing Purposes;

8.12.3 ensure that all Shared Data, at the time it is shared with RACMS, is accurate, complete and up to date; and

8.12.4 only provide the Shared Data to RACMS using the secure methods as set out in the Processing Details.

DATA SUBJECT RIGHTS

8.13 The Agent shall (at no cost to RACMS):

8.13.1 in relation to all Data Subject Requests or Complaints it receives that relate to the RACMS Processing Purposes:

immediately record and then refer the Data Subject Request or Complaint it receives to RACMS within 2 Business Days of receipt of the request;

provide such information and cooperation and take such action as RACMS reasonably requests in relation such a Data Subject Request or Complaint, within any reasonable timescales required by RACMS; and

not respond to such a Data Subject Request or Complaint without RACMS’s prior written approval;

8.13.2 in the event of any agreement between RACMS and a Data Subject, or any Court order, that requires any action or inaction to be taken with regards to any Shared Data being Processed by RACMS for the RACMS Processing Purposes (including any deletion, destruction, cessation of Processing or alteration of the Shared Data or any requirement to reobtain consent from Data Subjects for the Processing), RACMS may notify the Agent of the same and then the Agent shall immediately comply with the requirements of such agreement or Court order as notified to the Agent; and

8.13.3 inform RACMS immediately if it receives any correspondence or request for information from any Supervisory Authority in relation to the Shared Data, including correspondence or requests which relate to an enforcement notice or information notice.

8.14 RACMS shall (at no cost to the Agent):

8.14.1 in relation to all Data Subject Requests or Complaints that it receives relate to the Agent Processing Purposes:

immediately record and then refer the Data Subject Request or Complaint it receives to the Agent within 2 Business Days of receipt of the request;

provide such information and cooperation and take such action as the Agent reasonably requests in relation such a Data Subject Request or Complaint, within any reasonable timescales required by the Agent; and

not respond to such a Data Subject Request or Complaint without the Agent’s prior written approval;

8.14.2 in the event of any agreement between the Agent and a Data Subject, or any Court order, that requires any action or inaction to be taken with regards to any Shared Data being Processed by the Agent for the Agent Processing Purposes (including any deletion, destruction, cessation of Processing or alteration of the Shared Data or any requirement to reobtain consent from Data Subjects for the Processing), the Agent may notify RACMS of the same and then RACMS shall immediately comply with the requirements of such agreement or Court order as notified to RACMS; and

8.14.3 inform the Agent immediately if it receives any correspondence or request for information from any Supervisory Authority in relation to the Shared Data, including correspondence or requests which relate to an enforcement notice or information notice.

INTERNATIONAL DATA TRANSFERS

8.15 The parties acknowledge and agree that either party may transfer Shared Data to any country outside the European Economic Area (EEA) or to any International Organisation provided that Transfer Safeguards are in place for such transfer (to the extent required by Data Protection Laws).

RECORDS, INFORMATION AND AUDIT

8.16 Each party shall maintain, in accordance with Data Protection Laws binding on it, written records of all categories of Processing activities carried out by it on the Shared Data.

BREACH NOTIFICATION

8.17 Having considered the Data Protection Laws that are applicable to it, each party has put in place its own processes and guidance that must be followed by it in the event of a Personal Data Breach.

8.18 In respect of any Personal Data Breach in relation to the Shared Data, the party that suffers the Personal Data Breach shall, without undue delay: 

8.19 notify the other party of the Personal Data Breach; and

8.20 provide the other party with reasonable details of the Personal Data Breach.

DELETION OR RETURN OF SHARED DATA AND COPIES

8.21 Neither party shall retain or Process the Shared Data for longer than is necessary to carry out, in the case of RACMS, the RACMS Processing Purposes and, in the case of the Agent, the Agent Processing Purposes.

8.22 Notwithstanding clause 9.1, the parties shall be entitled to continue to retain and Process the Shared Data in accordance with any statutory or professional retention periods that are applicable in their respective countries and/or industry and any retention periods specifically set out in the Processing Details.

LIABILITY AND INDEMNITIES

8.23 For the avoidance of doubt, if any administrative fines, penalties, sanctions, liabilities or other remedies are imposed by a Supervisory Authority jointly against RACMS and the Agent, only that portion which each of the parties are liable for shall apply directly to it.

9. Financial Crime

9.1 The Agent shall maintain adequate and up to date financial crime prevention, anti-money laundering and whistle blowing processes, and not undertake any activity in any way that would constitute a criminal act within the jurisdiction. It shall conduct the business in accordance with all applicable anti-money laundering and international trade, economic or financial sanctions legislation.

9.2 The Agent shall carry out Financial Sanctions checks on all customers to ensure its compliance with the Counter Terrorism Act 2008 and all applicable laws and regulations. The Agent shall provide evidence of this upon request by RACMS.

9.3 The Agent shall have and shall maintain in place throughout the term of this Agreement its own Anti-Bribery policies and procedures (including adequate procedures under the Bribery act 2010) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 a and not engage in any activity or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom.

10. Claims and Complaints

10.1 The Agent is not authorised to settle or negotiate settlement of claims under Polices. 

10.2 RACMS shall be responsible for the receipt, handling, recording and reporting of complaints (or parts of complaints) relating to:

10.2.1 the Policies; and

10.2.2 the performance by RACMS of its obligations under the Policies.

10.2.3 where a customer expresses dissatisfaction with RACMS’s brand and RACMS determines, acting reasonably, that the customers opinion of RACMS’s brand has been or is reasonably likely to be damaged; or

10.2.4 which RACMS determines, acting reasonably, could have negative press relations

10.3 The Agent shall be responsible for the receipt, handling, recording and reporting of complaints (or parts of complaints) relating to the sale and administration of the Policies.

10.4 If a Party receives a complaint for which the other Party is responsible, each Party shall within two working days, forward the complaint (along with full details of such complaint and copies of written correspondence and data to enable the relevant Party to deal with the complaint) to the other Party at:

10.4.1 in the case of RACMS:  Membership Customer Care, RAC Motoring Services, Great Park Road, Bradley Stoke, Bristol, BS32 4QN; or

10.4.2 in the case of the Agent: its Registered Office address.

10.5 The Agent shall notify RACMS of all complaints received by it even if the responsibility for dealing with the complaint vests with the Agent.

11. Confidentiality

11.1 RACMS and the Agent shall treat any information relating to the other party, its business or customers, as confidential except to the extent that such information is public knowledge other than because of any breach of this TOBA. Each Party shall not disclose such information to any third party nor use it for any purpose except as is necessary for the enforcement of the party’s rights in law or contract. For the avoidance of doubt, RACMS may disclose information about the Agent and its ongoing performance under this TOBA to Key choice. 

12. Audit

12.1 RACMS shall, itself or by its, auditors, professional advisors, have the right at any time or times while business is being conducted pursuant to this TOBA and for a reasonable period thereafter, in business hours, and upon giving reasonable notice to the Agent to make investigation and to examine all files and records of the Agent (including bank records) pertaining to obligations and responsibilities thereunder, to fulfil any legal or regulatory request by any regulatory body, undertake verification of fees and may arrange for copies to be made at RACMS’s expense of any of the records containing such information as it may require. 

12.2 The Agent shall provide all reasonable assistance and cooperation to RACMS in making such investigation and examination and will answer all reasonable enquiries made by RACMS in respect of this TOBA, and any Insurers in respect of the insurance relating to them. The Agent will extend the same rights granted to RACMS under this clause to the Insurers.

12.3 If the audit identifies a material default by the Agent, the Agent shall reimburse RACMS for all its reasonable costs incurred during audit. This Clause 12 shall survive termination of the agreement for 12 months.

13. Intellectual Property 

13.1 The Agent hereby acknowledges that all Intellectual Property Rights in the Policies and services and the RAC Marks (including goodwill) are the absolute property of RACMS (or its licensors) and the Agent shall make no claim to ownership or do anything to adversely affect the ownership or exercise of such rights by RACMS. 

13.2 The Agent shall not reproduce any logo, trade mark, service mark or name of RAC in any form without its prior written consent.

14. Fulfilment and Marketing Material

14.1 RACMS shall be responsible for creating the form and content of Fulfilment Material and any marketing materials which shall be made available to the Agent via the Key Choice Sales Platform.

14.2 The Agent shall be responsible for production and printing of all Fulfilment Material and marketing materials including all costs and expenses.

15. General

15.1 Within 14 days of the Commencement Date the Agent shall submit a completed copy of the “Initial Broker Due Diligence Form” which shall be made available to the Agent via this RAC microsite to RACMS at duediligence@rac.co.uk or such other address which RACMS may notify the Agent of from time to time. The Agent must complete and return the “Annual Due-Diligence Form” in the same way within 7 days of the anniversary of the Commencement Date and each subsequent year.

15.2 This TOBA replaces any previous terms or agreements between the Parties. 

15.3 This TOBA cannot be waived, amended, varied or added to except by written agreement except that RAC reserves the right to amend this TOBA by providing the Agent with seven (7) days’ written notice.

15.4 RACMS and the Agent agree not to assign their respective rights under this TOBA whether by sale, consolidation, merger, operation of law or otherwise, except as agreed by both parties in writing.

15.5 Nothing in this TOBA will confer any rights, remedies or benefits of any nature whatsoever on any third party for the Contract (Rights of Third Parties) Act 1999 or for any other purpose.

15.6 This TOBA shall be governed by and constructed in accordance with the laws of England and Wales and it is irrevocably agreed that the Courts of England and Wales are to have jurisdiction to settle any disputes which may arise out of or about this TOBA.

15.7 Clauses 1.6 (Insurance), 8 (data protection), 11 (confidentiality), 12 (audit) shall survive termination of this TOBA.

Annex 1
Segments: 
  • Senders SCID Number
  • Broker’s Name
  • Policy Number
  • Customer Forename
  • Customer surname
  • Salute
  • Customer Address line 1
  • Customer Address line 2
  • Customer Address line 3
  • Customer Address line 4
  • Customer Postcode
  • Customer Home Telephone
  • Customer Work Telephone
  • Policy Inception Date
  • Policy Expiry Date
  • Vehicle Registration
  • Vehicle Make
  • Vehicle Model
  • Registration Year
  • Gross Premium Float
  • IPT Float
  • Net of IPT Premium float
  • Scheme Name
  • Premium of Parent Policy
  • Scheme Commission
  • Customer Date Of Birth
Annex 2
Processing Details
 
1 Categories of Personal Data being Processed
Policyholder name and name of individual entitled to receive the benefit of the services under a Policy.
Address and postcodes.
Contact telephone/mobile number(s).
Policy number.
Online identifiers.
Email address.
Third party details, where relevant.
 
2 Categories of Data Subjects
Names of individuals entitled to receive the benefit of the services under a Policy, drivers, family members, employees, insurers/carriers and any third party suppliers.

3 RACMS Processing Purposes
The nature of the Processing is in the provision of the services provided under a Policy and any related ancillary services and the purpose of such Processing shall be in order to;
a) provide the services under a policy and any ancillary services;
b) comply with certain obligations under this TOBA;
c) comply with any Regulatory Requirements; 
d) to ensure correct reporting and record keeping; and
complete normal general business activities pursuant to the provision of, or request for services under the Policy and any ancillary services.
 
4 Agent Processing Purposes
Performance of obligations pursuant to this TOBA and marketing of the Policies 
 
5 RACMS Grounds for Processing
Performance of obligations pursuant to this TOBA and marketing
 
6 Agent Grounds for Processing
Performance of obligations pursuant to this TOBA and marketing
 
7 Security Measures
The Parties agree to take appropriate technical and organisational measures that prevent or are designed to prevent the accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access to Personal Data, including all measures required by Article 32, in conformance with Article 28(3)(c), of the GDPR. 
 
8 Methods of Transfer
Daily SFTP file in format set out below

9 RACMS Recipients
RACMS and RACMS Sub-Processors (i.e. other members of the RAC Group, agents, auditors, advisors, sub-contractors, Regulators and/or any law enforcement bodies, insurers and underwriters.

10 Retention Periods 
For so long as reasonably required by RAC for legitimate purposes, and as necessary and proportionate for the fulfilment of the RACMS Processing Purposes or for Regulatory Requirements;
 

Please confirm your agreement to the TOBA by completing the following:

Please fill out your details in the form below.

If you have another branch using a different SCID reference number please complete an application per branch.

Fields marked with * are mandatory














 























































If you require more information please contact RAC account manager Simon Berry at sberry@rac.co.uk

Essential Documents

Please download the Due Diligence forms below; they should be signed by a Director or Senior officer and then returned, completed, to duediligence@rac.co.uk

Please also see the other documents below, for your information: