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AXA - REINSURANCEPROPERTY AND CASUALTYGENERAL CONDITIONS2016

1aNon Proportional General Conditions

Introduction .................................................................................................. 4Definitions ..................................................................................................... 4Article 1 ......................................................................................................... 6Article 2 ......................................................................................................... 6Article 3 ......................................................................................................... 6Article 4 ......................................................................................................... 7Article 5 ......................................................................................................... 7Article 6 ......................................................................................................... 7Article 7 ........................................................................................................ 8Article 8 ......................................................................................................... 8Article 9 ......................................................................................................... 9Article 10 ...................................................................................................... 9Article 11 ..................................................................................................... 9Article 12 ..................................................................................................... 9Article 13 ...................................................................................................10Article 14 ....................................................................................................10Article 15 ....................................................................................................11Article 16 ....................................................................................................11Article 17 .....................................................................................................11Article 18 ....................................................................................................12Article 19 ....................................................................................................12Article 20 ....................................................................................................13Article 21 ....................................................................................................14Article 22 ....................................................................................................15Article 23 ....................................................................................................16Article 24 ....................................................................................................16Article 25 ....................................................................................................16Article 26 .................................................................................................... 17Article 27 ....................................................................................................18Article 28 ....................................................................................................18

CHAPTER 1A à Acceptation Non Proportional

AXA_2016_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2016_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

4 AXA Global P&C à General Conditions book 5

INTRODUCTION

The Reinsurance Agreement (hereinafter referred to as the “Reinsurance Agreement”) shall consist of both:- the general terms and conditions set out below (hereinafter referred to as the “GENERAL CONDITIONS”), and- the Placing Slip and its Appendices (hereinafter referred to as the “SPECIAL CONDITIONS”).

The SPECIAL CONDITIONS together with any addendum thereto are deemed to be incorporated in and to form part of the Reinsurance Agreement. In the event of a conflict between the terms of the SPECIAL CONDITIONS and the GENERAL CONDITIONS, the terms of the SPECIAL CONDITIONS shall prevail.

DEFINITIONS

The following terms apply throughout the Reinsurance Agreement and their meaning shall be as herein defined save as expressly stated to the contrary:

Adjustment Date means the Expiry Date, on which the adjustment of Premium Income takes place if the Reinsurance Agreement has been arranged on an adjustable basis, and provided for in the SPECIAL CONDITIONS.

Beneficiary means any natural or legal person, organisation or entity, who may be eligible to receive or is receiving benefits under a Policy.

Bribery means the offering, giving, requesting, receiving, facilitation, or authorization of any bribe or inducement, which results in a personal gain or advantage to the recipient (or any person or body associated with the recipient) and which is intended to improperly influence a decision or an action of the recipient; and any action that is considered as an act of corruption or bribery by the applicable laws or regulations.

Business means all policies (hereinafter referred to as “Policy” or “Policies”) issued and/or accepted and/or renewed by the REINSURED defined in the SPECIAL CONDITIONS.

Deposit Premium means the amount(s) stated in the SPECIAL CONDITIONS payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged with a Deposit Premium.

Deductible means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS, and as more particularly defined in the article “Limit and Deductible” herein. This amount shall be calculated for each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS). In the Reinsurance Agreement, the terms “Retention”, “Priority” and “Deductible” are synonymous.

Event / Risk means as set out within the “Definition of Loss Occurrence” or “Definition of Risk” if stated in the SPECIAL CONDITIONS and attached thereto.

Limit means the maximum amount of Ultimate Net Loss to be paid by the REINSURER in excess of the Deductible as stated in the SPECIAL CONDITIONS (as defined in the article “Ultimate Net Loss”) for each and every Loss Occurrence/ Risk/ Accident Occurrence (which is specifically stated in the SPECIAL CONDITIONS), subject however, to any reinstatement provisions/limitations as may be specified herein.

Loss occurring basis means all claims and/or losses occurring during the Period of the Reinsurance Agreement, irrespective of when the Policies incepted, are covered.

Minimum Premium means the amount(s) stated in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged with a Minimum Premium.

Original Insured

means each natural or legal person, organisation or entity insured under the Policies covered by the Reinsurance Agreement.

Period means the duration during which the Reinsurance Agreement is in force and which begins on the Effective Date and ends on the Expiry Date (or date of termination, if this Agreement is terminated in accordance with the terms of article “Special Termination”), both dates inclusive.

Personal Data means any data or information relating to an identified or identifiable natural person and which are exchanged between the parties and subject to specific data protection legislation, regulation and principles (e.g. laws based on European Directive 95/46/CE) applying to the parties.

Policy(ies) means all original policies and/or original contracts of insurance (including co-insurance) and/or facultative reinsurance accepted and/or renewed by the REINSURED.

Policyholder means the owner of a Policy; usually, but not always, the Original Insured.

Premium Income means the amount of premium to be received by the REINSURED, as defined in the SPECIAL CONDITIONS, if the Reinsurance Agreement has been arranged on an adjustable basis.

Reinsurance Premium means the amount payable to the REINSURER after the application of the Rate(s) stated in the SPECIAL CONDITIONS to the subject Premium Income (or any other basis of premium calculation as may be specified in the SPECIAL CONDITIONS) and/or any additional premium(s) and/or flat premium(s) as may be specified in the SPECIAL CONDITIONS and payable in full or in instalments (as applicable) on the date or dates stated in the SPECIAL CONDITIONS.

Risk attaching basis means that a reinsurance is provided for claims arising from Policies incepting or renewing during the Period.

Special Acceptances means any Policy, in whole or in part, not falling within the scope of the Reinsurance Agreement, unless they are specifically accepted by the REINSURER in accordance with article “Special Acceptances”.

Ultimate Net Loss has the meaning set out in the article “Ultimate Net Loss”.

Working Day means a full period of 24 (twenty-four) hours running from midnight to midnight not falling on a weekend or on a day on which banks are generally closed for business (other than solely for trading and settlement) in the territory of the party with whom any obligation that is defined in terms of days rests in the Reinsurance Agreement.




ARTICLE 1

General Terms 1. The Reinsurance Agreement is agreed between the REINSURED of the one part and the REINSURER of the other part.

2. The REINSURED hereby agrees to cede and the REINSURER hereby agrees to reinsure the Policies defined in the article “Business”.

3. Subject to terms and conditions of the Reinsurance Agreement and of the Policies, the REINSURER shall follow the fortunes of the REINSURED in respect of the risks insured by all Policies and REINSURED hereunder.

4. The Reinsurance Agreement replaces any written or oral agreement entered into previously by either of the parties for the same Period and for the same Business.

5. Nothing in the Reinsurance Agreement is intended to confer any benefit on, or be enforceable by, any person who is not a party to the Reinsurance Agreement, including but not limited to the Original Insured, the Policyholder, or any Beneficiaries or parties under the Policies.

ARTICLE 2

REINSURER’s Liability 1. In consideration of the payment of the Reinsurance Premium and subject to the GENERAL CONDITIONS, the REINSURER agrees, for its share, to indemnify the REINSURED for the Ultimate Net Loss, in respect of Policies covering risks within the Business and Territorial Scope as specified in the SPECIAL CONDITIONS, up to the Limit in excess of the Deductible each and every Loss Occurrence/ Risk/ Accident Occurrence (whichever is stated in the SPECIAL CONDITIONS) during the Period.

2. The REINSURED may effect facultative reinsurance cessions for any risk where the REINSURED considers such reinsurance to be in the interests of the parties hereto.

3. An insurance granted by the REINSURED wherein the REINSURED is named as the Original Insured either alone or jointly with another party or parties shall not be excluded from the Reinsurance Agreement merely because no legal liability may arise in respect thereof by reason of the fact that the REINSURED be the Original Insured.

4. All loss settlements exceeding the Deductible, made by the REINSURED, provided they are within the terms and conditions of the Policies covered hereunder and of the Reinsurance Agreement, shall be binding upon the REINSURER.

ARTICLE 3

Territorial Scope The Territorial Scope of the Reinsurance Agreement is as specified in the SPECIAL CONDITIONS.

ARTICLE 4

Special Acceptances 1. Special Acceptances shall be agreed or refused by the REINSURER. In case of an emergency, the REINSURED may require the REINSURER to agree or refuse the Special Acceptances within 7 (seven) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 7 (seven) Working Days, the Special Acceptances will be considered as approved by the REINSURER.

Special Acceptances in force at inception of the Reinsurance Agreement shall be covered

hereunder, provided such Special Acceptances are declared by the REINSURED.

2. Any request for a Special Acceptance after the Effective Date of the Reinsurance Agreement shall be notified to the REINSURER in accordance with the provisions stated in the SPECIAL CONDITIONS (if stated in the SPECIAL CONDITIONS).

ARTICLE 5

Effective Date 1. The Reinsurance Agreement shall take effect on the Effective Date specified in the SPECIAL CONDITIONS.

Expiry Date 2. The Reinsurance Agreement shall terminate on the Expiry Date specified in the SPECIAL CONDITIONS, unless extended in accordance with the terms of the “Extraordinary Event” article or terminated in accordance with the terms of the “Special Termination” article.

Period 3. The rights and obligations of both parties to the Reinsurance Agreement shall remain in full force throughout the Period only, except in respect of losses occurring (and/or any other loss attachment provisions if provided for in the SPECIAL CONDITIONS) during the Period (or as provided under paragraph 5 of this article).

Loss Attachment 4. The Reinsurance Agreement shall apply to claims and/or losses occurring during the Period of the Reinsurance Agreement (Loss occurring basis). If the Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS.

5. If the Reinsurance Agreement expires or is terminated while one or more Loss Occurrence/ Risk/ Accident Occurrence covered hereunder is in progress and/or declared, it is agreed that subject to the other GENERAL CONDITIONS, the REINSURER hereon is responsible as if the entire loss(es) or damage(s) had occurred prior to the expiration or termination of the Reinsurance Agreement, provided that no part of that Loss Occurrence/ Risk/ Accident Occurrence is claimed against any renewal of, or contract replacing the Reinsurance Agreement.

ARTICLE 6

Business & Exclusions The Reinsurance Agreement shall apply to the Business and shall be subject to the Exclusions specified in the SPECIAL CONDITIONS.

It is agreed as follows :




ARTICLE 7

Ultimate Net Loss 1. «Ultimate Net Loss» means the total amount which the REINSURED has actually paid or becomes liable to pay in settlement of all losses or liabilities arising under and within the terms, conditions and limits of the Policies. This amount shall include any legal costs and expenses of litigation or arbitration, investigation, negotiation or adjustment expenses such as expert fees, if any, award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED) reasonably incurred in connection therewith.

Payments by the REINSURED to the Original Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval.

Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable.

2. The REINSURED shall be deemed to be “liable to pay” a loss when a judgement or award has been rendered which the REINSURED does not plan to appeal, or the REINSURED has admitted liability in accordance with the terms and conditions of the Reinsurance Agreement.

3. Any salvages, recoveries or payments recovered or received subsequent to any Ultimate Net Loss settlement hereunder shall be applied as if recovered or received prior to such settlement and all necessary adjustment shall be made by the parties hereto. Nothing in this article shall be construed to mean that a recovery cannot be made hereunder until the Ultimate Net Loss of the REINSURED has been ascertained.

4. Recoveries under any underlying reinsurance (whether treaty or facultative) collected by the REINSURED are for the sole benefit of the REINSURED and shall not be taken into account in computing the Ultimate Net Loss nor in any way prejudice the REINSURED’s right of recovery hereunder.

ARTICLE 8

Limit and Deductible For each layer separately, the REINSURER shall indemnify the REINSURED for the part of Ultimate Net Loss which exceeds the Deductible stated in the SPECIAL CONDITIONS on account of each and every Loss Occurrence/ Risk/ Accident Occurrence and the sum recoverable under the Reinsurance Agreement shall be up to but not exceeding the amount stated as the Limit in the SPECIAL CONDITIONS on account of each and every Loss Occurrence/ Risk/ Accident Occurrence, subject to the provisions of the article “Reinstatement(s)”.

ARTICLE 9

Insolvency (where applicable) Where an Insolvency Event occurs in relation to the REINSURED the terms of the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.

ARTICLE 10

Net Retained Lines The Reinsurance Agreement shall only protect the portion of any Business which is the subject matter of the Reinsurance Agreement which the REINSURED retains net for its own account.

The REINSURER’s liability hereunder shall not be increased due to any error or omission which results in an increase in the REINSURED’s net retention, nor by the REINSURED’s failure to reinsure in accordance with its normal practice, nor by the inability of the REINSURED to collect from any other reinsurer any amounts which may have become due by them whether such inability arises from the insolvency of such other reinsurer or otherwise.

ARTICLE 11

Cash Call 1. Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of a loss payment (which the REINSURED has paid) exceeds the Deductible from the ground up and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 30 (thirty) Working Days upon receipt of such request.

Claims reports and/or claims documents including proof of settlement shall be submitted to the REINSURER together with the Cash Call request.

2. At the request of the REINSURED, the REINSURER will pay any amount with regard to a loss payment hereunder which is scheduled to be paid by the REINSURED within the next 20 (twenty) Working Days, provided that the REINSURED shall support its request for payment with a) claims reports and/or documents with claims details b) a declaration that loss payment will be made within the next 20 (twenty) Working Days. The REINSURER will make payment of the sum requested within 15 (fifteen) Working Days of receipt of the request supported by the required reports and/or documents and declaration.

3. Any amounts so settled will be credited to the REINSURER in the next settlement.

ARTICLE 12

Notification of Claims 1. Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER immediately on receiving knowledge thereof, and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information, in respect of such claim immediately on receiving knowledge thereof.

2. Upon the REINSURER’s request, the REINSURED shall make available any relevant information that the REINSURER may require in respect of claims or potential claims notified in accordance with the foregoing paragraph, provided that the disclosure of such information does not prevent either party from complying with applicable laws.




3. Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of its involvement in the settlement of a claim.

Such cooperation shall consist in the provision of advice and analysis to the REINSURED by the REINSURER.

It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims.

ARTICLE 13

Accounts and Settlements 1. Unless otherwise stated in the SPECIAL CONDITIONS, the REINSURED will send to the REINSURER an account established in the Currency or Currencies and at the frequency set out in the SPECIAL CONDITIONS as soon as possible, and in any event not later than 3 (three) months after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS).

2. The REINSURER shall confirm its agreement within 6 (six) weeks following the receipt of the account. If no confirmation is made within this 6 (six) weeks period, the account will be deemed accepted by the REINSURER and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 6 (six) weeks period.

3. Any comments regarding an error and/or an omission on the account shall be notified by the REINSURER to the REINSURED within 6 (six) weeks following the receipt of the account.

The REINSURED shall then upon confirmation of such error and/or omission provide the REINSURER with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account.

4. For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth in SPECIAL CONDITIONS under “Representation of Technical Reserves”.

ARTICLE 14

Reinsurance Premium 1. If the Reinsurance Agreement has been arranged on an adjustable premium basis then as soon as possible after the Adjustment Date the Deposit Premium shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS).

Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS).

2. The Reinsurance Premium shall be payable by the REINSURED to the REINSURER subject to the payment of the Deposit Premium no later than 15 (fifteen) Working Days before the payment date specified in the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS).

3. The payment of any adjustment due shall be made forthwith and in any event not later than 3 (three) months after the Adjustment Date.

ARTICLE 15

Reinstatement(s) 1. For each layer separately, should any portion of the Limit of the Reinsurance Agreement be exhausted by a loss, the amount so exhausted shall be automatically reinstated from the time of the commencement of the Loss Occurrence/ Risk/ Accident Occurrence, subject to the payment of any reinstatement premium (if provided for in the SPECIAL CONDITIONS) by the REINSURED to the REINSURER when such loss payment is made and subject to the remaining reinstatements.

2. If the Reinsurance Agreement has been arranged on an adjustable premium basis and the loss payment is made prior to the adjustment of the Reinsurance Premium, the reinstatement Reinsurance Premium (if provided for in the SPECIAL CONDITIONS) shall be calculated provisionally on the Deposit Premium, subject to adjustment when the Premium Income (or figures required in accordance with any other basis of premium calculation specified in the SPECIAL CONDITIONS) is definitely known.

3. The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss Occurrence/ Risk/ Accident Occurrence nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss Occurrences/ Risks/ Accident Occurrences during the Period.

4. Losses shall be considered in chronological order by date of loss but this shall not prevent the REINSURED from making provisional collections in respect of losses which may ultimately not be recoverable hereon.

ARTICLE 16

Currency 1. Within the scope of the Reinsurance Agreement, all amounts must be stated, all financial statements must be prepared and all payments must be made in the Currency or Currencies specified in the SPECIAL CONDITIONS.

Currency Fluctuation 2. Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that currency at the rate of exchange as used in the accounts books of the REINSURED.

ARTICLE 17

Modifications and 1. Terms and conditions of the Reinsurance Agreement may not be modified, including byClarifications way of additions, deletions and amendments, unless by addendum to be attached to

the Reinsurance Agreement and signed by both parties. Modifications shall take effect on the date specified in the addendum.

2. Except in respect of the terms and conditions of the Reinsurance Agreement, the parties

may make handwritten modifications hereon. Handwritten modifications shall not be incorporated into the Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing and stamping them. Handwritten modifications shall retroactively take effect on the Effective Date or on the date specified by the parties.




3. Subsidiary to paragraph 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.

ARTICLE 18

Inspection of Records 1. The REINSURER and/or its duly appointed representative may inspect at a mutually agreed time and place any records or documents, other than proprietary or privileged upon the proof of the nature of the information, unless authorised by the REINSURED, which relate to the Business covered under the Reinsurance Agreement.

2. The REINSURER shall advise the REINSURED of its intent to exercise its right of inspection at least 2 (two) weeks in advance. The REINSURER and/or its duly appointed representative may arrange for copies to be made at the REINSURER’s expense of any of the records or documents as referred to under paragraph 1 of this article.

3. Copies of Policies, records or relevant documents, wherever available, relating to any Business shall be supplied by the REINSURED to the REINSURER as soon as possible and in any event not later than 4 (four) weeks upon receipt of such request, provided that such disclosure does not prevent either party from complying with applicable laws.

4. Should arbitration or judicial proceedings be pending between the parties, the REINSURER shall exercise that right of inspection through a person designated and authorized by the respective arbitrator or judge.

5. The exercising of the right to inspect records shall neither amount to an affirmation of the Reinsurance Agreement nor affect the obligation of the REINSURER to pay undisputed claims nor affect the right by either party to terminate the Reinsurance Agreement in accordance with the Special Termination clause.

6. The provisions of this article shall continue to apply for as long as either party has any outstanding liabilities under the Reinsurance Agreement.

ARTICLE 19

Errors and Omissions 1. Any inadvertent delay, errors and/or omissions on the part of either the REINSURED or the REINSURER shall not relieve the other party from any liability which would have attached hereunder, provided that rectification is made immediately upon discovery.

2. Nevertheless, nothing contained in this article shall be held to override specific terms and conditions of the Reinsurance Agreement, and no liability shall be imposed on the REINSURER greater than would have attached hereunder had such inadvertent delay, errors and/or omissions not occurred.

ARTICLE 20

Special Termination 1. Either party affected by one of the events mentioned in paragraph 2. below shall notify it to the other party in writing within 30 (thirty) Working Days after its occurrence, unless such event is obviously known by the other party.

2. In any case, the Reinsurance Agreement may be terminated within 5 (five) months of that event with immediate non-retroactive effect by giving written notice to the other party:

a) If the other party has become insolvent or is unable to pay its debts or has had the authority to transact any class of insurance withdrawn, suspended or made conditional by any court or regulatory authority.

b) If the other party ceases writing insurance and/or reinsurance and elects to run-off its existing business or if the performance of the whole or any part of the Reinsurance Agreement is prohibited or rendered impossible de jure or de facto, subject always to the provisions of the article “Severability”.

c) If the other party fails to fulfil its material obligations under the Reinsurance Agreement within 2 (two) months after being requested in writing to do so.

d) If the other party merges with or becomes acquired or controlled by any company, corporation or individual(s) not controlling the other party’s operations at the inception of the Reinsurance Agreement.

Notice of termination shall be given in writing (registered letter, facsimile and any other means of communication that leaves a permanent record of such communication) and addressed to the head office of the party to receive the notice, or to any other address indicated by such party for that purpose. Such notice is considered served upon dispatch or where communications between the parties are interrupted upon attempted dispatch.

According to the present paragraph, in case of insolvency the liability of either party shall remain subject to the law applicable to the Reinsurance Agreement.

3. Unless the parties agree to terminate the Reinsurance Agreement on a cut-off basis or a commutation basis, and subject to the other terms and conditions of the Reinsurance Agreement, the following shall apply:

• If the Reinsurance Agreements is established on a Loss occurring basis, the REINSURER shall remain liable for losses occurring during the Period, up to and including the effective date of termination of the Reinsurance Agreement;

• If the Reinsurance Agreements is established on a Risk attaching basis, the REINSURER shall remain liable for losses arising in connection with the Policies issued or renewed up to and including the effective date of termination of the Reinsurance Agreement.

If the parties agree to terminate the Reinsurance Agreement on a cut-off basis, it is

understood and agreed that the REINSURER shall be fully and finally released of its liability under the Reinsurance Agreement against payment of any outstanding balances.




4. If the Reinsurance Agreement is terminated before its Expiry Date, according to the provisions set out in this article, the Reinsurance Premium due to the REINSURER will be calculated pro rata temporis or as specified in the SPECIAL CONDITIONS from the Reinsurance Premium determined for the Period. However, the REINSURER shall receive not less than its proportionate share calculated pro rata temporis of the Reinsurance Premium (according to the Reinsurance Premium conditions specified in the SPECIAL CONDITIONS) for the Period.

ARTICLE 21

Extraordinary Event It is agreed between the parties that this article does not apply to Catastrophe Excess of Loss Reinsurance Agreements.

In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary Event’ any party is unable to perform its obligations hereunder, the following rule shall apply:

The parties shall be excused from performance of their respective obligations for the duration of the ‘Extraordinary Event’, but in no event shall such excusal exceed 1 (one) month from the inception of the ‘Extraordinary Event’.

Should the ‘Extraordinary Event’ occur within 30 (thirty) days of the Expiry Date and the parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) days, subject to one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date.

The parties agree that (i) no reinstatement of limit and no additional capacity and (ii) no reinstatement premium and no other additional premium is paid to the originally agreed for the ‘held covered period’ except prior written agreement of the parties.

For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the parties have (a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or (b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.

Any party asserting ‘Extraordinary Event’ as an excuse for non-performance hereunder or as reason for ‘held covered period’ shall have the burden of proving that reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

Nothing in this article shall be construed to mean that any party is relieved from performing its obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or where non-performance is caused by the usual and natural consequences of external forces or where intervening circumstances are contemplated.

ARTICLE 22

Arbitration 1. All matters in difference or in dispute between the parties in relation to the Reinsurance Agreement, including formation and validity, and whether arising before or after termination of the Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below.

2. a) Unless the parties agree upon a single arbitrator within 30 (thirty) days of one receiving a written request from the other for arbitration, the claimant (the party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent.

b) Before they enter upon a reference the 2 (two) arbitrators shall appoint a third arbitrator. Should they fail to appoint such a third arbitrator within 30 (thirty) days of the appointment of the respondent’s arbitrator, then either of the parties may apply to the appointor for the appointment of the third arbitrator. The 3 (three) arbitrators shall decide by majority. If no majority can be reached the opinion of the third arbitrator shall prevail. The third arbitrator shall also act as chairperson of the tribunal and conduct the arbitration proceedings.

c) Unless the parties otherwise agree the arbitration tribunal shall consist of persons with not less than 10 (ten) years’ experience in insurance or reinsurance and who are active or retired executive officers of insurance or reinsurance companies.

d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) days. Should they fail to do so within 30 (thirty) days, then either of the parties may apply to the appointor for the appointment of the new chairperson.

3. The arbitration tribunal shall have power to fix all procedural rules for the holding of the arbitration including discretionary power to make orders as to any matters which it may consider proper in the circumstances of the case with regard to pleadings, investigation of facts, the disclosure and inspection of documents, examination of witnesses and any other matter whatsoever relating to the conduct of the arbitration and may receive and act upon such evidence, whether oral or written, strictly admissible or not, as it shall in its discretion think fit.

4. The appointor shall be the International Chamber of Commerce (ICC) acting in accordance with its rules regarding the appointment of arbitrators under the UNCITRAL Arbitration Rules in force at the beginning of the arbitration.

5. a) The cost of the arbitration shall be borne by the non-prevailing party. If a party prevails in part, then the other party shall bear the cost to that extent.

b) Each party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the parties and the arbitrators prior to the arbitration. The arbitration Tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment.




6. The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of the Reinsurance Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business.

7. The award of the arbitration tribunal shall be in writing and state the reasons upon which it is based. The award shall be final and binding and not subject to appeal. The parties covenant to carry out the same without delay. If either of the parties should fail to carry out any award, the other may apply for its enforcement to a court of relevant jurisdiction in any territory in which the party in default is domiciled or has assets or carries on business.

8. Notwithstanding the foregoing, a matter regarding the failure of a party to settle a confirmed balance, whether such confirmation is made expressly or is assumed, may be brought before a court of relevant jurisdiction.

ARTICLE 23

Choice of Law and Jurisdiction Subject to the terms of article “Arbitration”, the Reinsurance Agreement shall be governed by the laws and subject to the jurisdiction specified in the SPECIAL CONDITIONS.

ARTICLE 24

Entire Agreement 1. The provisions of the Reinsurance Agreement constitute the contractual conditions validated by the REINSURED and the REINSURER. The parties agree that, for security reasons and to avoid any unilateral alteration of such contractual conditions, the Reinsurance Agreement shall be sent out by the REINSURER and the REINSURED in a format which cannot be electronically and/or manually modified.

2. The Reinsurance Agreement consists of two parts being the SPECIAL CONDITIONS specified in the attached Placing Slip and Appendices and these GENERAL CONDITIONS (which include the Introduction above), which together with any amendments and/or addenda constitute the Entire Agreement between the REINSURED and the REINSURER.

3. This article shall not be construed to limit the admissibility of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement.

ARTICLE 25

Data Privacy The parties acknowledge and agree that they (i) are committed to protect Personal Data in accordance with applicable law and regulation; and (ii) have implemented and will maintain within their organization policies preventing any such breaches by their officers, representatives, employees or any other third party acting on their behalf.

Personal Data received by the REINSURER from the REINSURED shall not be (i) used by the REINSURER other than in connection with performing its obligations under the Reinsurance Agreement; or (ii) commercially exploited by the REINSURER.

To the extent permitted by the applicable law, each party shall notify the other party immediately upon becoming aware of such breaches related to Personal Data.

Anti-Bribery The parties acknowledge and agree that they (i) are committed to prohibit Bribery; and (ii) have implemented and will maintain within their organization policies prohibiting any such actions by their officers, representatives, employees or any other third party acting on their behalf.

To the extent permitted by the applicable law, each party shall notify the other party immediately upon becoming aware that an activity carried out in connection with the Reinsurance Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation.

Corporate Responsibility The parties acknowledge that AXA adheres to certain principles and practices designed to ensure that AXA does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Compliance and Ethics Guide published on the AXA website. AXA encourages the parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.

In addition, as part of AXA’s principles and practices of sustainable development, AXA requires the parties to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.

ARTICLE 26

Confidentiality 1. The parties agree that all conditions and all renewal information contained in or related to the Reinsurance Agreement, as well as any information and documents obtained during an Inspection of Records under article 18 of the Reinsurance Agreement, shall be considered as being confidential (hereinafter referred to as “the Confidential Information”).

2. The REINSURER shall make the best efforts in order to ensure that its employees, retrocessionaires, agents, subcontractors, representatives and auditors will be fully informed of these provisions and that they will be bound by this article.

3. The parties agree that the REINSURED shall be fully informed, by the REINSURER, of any breach in the bond of confidentiality which the REINSURER becomes aware of.

4. The REINSURER, except with the express prior written consent of the REINSURED, shall not directly or indirectly, communicate, disclose or divulge to any third party any Confidential Information, as defined above.

In the context of this article, a “third party” will be anyone other than the contracting parties or their reinsurance subsidiaries and the reinsurance units of their subsidiaries and affiliates, their parent company, employees, retrocessionaires, agents, subcontractors, representatives or auditors.

5. The parties further agree that, in case of disclosures required by a court order or by a regulatory or legal authority, said disclosures will not be considered to breach the bond of confidentiality, save that the REINSURER binds itself to inform the REINSURED immediately after receipt of such request.




ARTICLE 27

Severability If, at any time, any provision of the Reinsurance Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

- the legality, validity or enforceability in that jurisdiction of any other provision of the Reinsurance Agreement; or

- the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of the Reinsurance Agreement.

The parties agree to replace any invalid or unenforceable provision with a legal, valid and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

ARTICLE 28

Counterparts Provisions 1 The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

2. Where the REINSURED consists of several Companies, one of the Companies is designated by the parties as the Leading REINSURED.

In this case, the Leading REINSURED is authorised by the other Companies to sign any contractual document relating to the Reinsurance Agreement on behalf of the REINSURED.

1bProportional General Conditions

Introduction ................................................................................................22Definitions ...................................................................................................22Article 1 .......................................................................................................24Article 2 .......................................................................................................24Article 3 .......................................................................................................24Article 4 .......................................................................................................25Article 5 .......................................................................................................25Article 6 .......................................................................................................25Article 7 ......................................................................................................26Article 8 .......................................................................................................26Article 9 .......................................................................................................26Article 10 ....................................................................................................26Article 11 ...................................................................................................27Article 12 ...................................................................................................27Article 13 ...................................................................................................27Article 14 ....................................................................................................27Article 15 ....................................................................................................28Article 16 ....................................................................................................28Article 17 .....................................................................................................29Article 18 ....................................................................................................29Article 19 ....................................................................................................29Article 20 ....................................................................................................29Article 21 ....................................................................................................30Article 22 ....................................................................................................30Article 23 ....................................................................................................31Article 24 ....................................................................................................32Article 25 ....................................................................................................34Article 26 ....................................................................................................34Article 27 ....................................................................................................34Article 28 ....................................................................................................35Article 29 ....................................................................................................35Article 30 ....................................................................................................36

CHAPTER 1B à Acceptation Proportional

AXA_2016_REINSURANCE_GENERAL CONDITIONS_PROPORTIONALAXA_2016_REINSURANCE_GENERAL CONDITIONS_PROPORTIONAL


INTRODUCTION



DEFINITIONS






Gross Net Premium Income means the gross premium accruing to te REINSURED after deducting cancellations, returns, and taxes.


Original Insured means each natural or legal person, organisation or entity insured under the Policies covered by the Reinsurance Agreement.

Original Net Premium means the total of original premiums received by the REINSURED less original commissions.





Reinsurance Premium means the amount payable to the REINSURER, stated in the SPECIAL CONDITIONS, defined as a percentage of the direct insurance premium and determined by the amount of risk shared by the parties.







ARTICLE 1

General Terms 1. The Reinsurance Agreement is agreed between the REINSURED specified in the SPECIAL CONDITIONS of the one part and the REINSURER of the other part.




ARTICLE 2

REINSURER’s Liability 1. The REINSURER shall, subject to the terms and conditions of the Reinsurance Agreement and the terms and conditions of the Policies, follow the fortunes of the REINSURED in respect of the risks insured by all Policies and REINSURED hereunder.

Payments by the REINSURED to the Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval.

2. The REINSURED may effect facultative reinsurance cessions on all or a portion of certain business where the REINSURED considers a full or partial share of the risk to be detrimental to the interests of both parties.

3. The liability of the REINSURER as regards each cession declared hereunder shall commence simultaneously and automatically with that of the REINSURED under its original acceptances.

4. All cessions under the Reinsurance Agreement shall, unless otherwise specified in the Reinsurance Agreement, be subject to the same general and SPECIAL CONDITIONS and clauses as applicable to the original acceptances of the REINSURED.

ARTICLE 3



ARTICLE 4


Special Acceptances in force at inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the REINSURED.


ARTICLE 5




Loss Attachment 4. The Reinsurance Agreement shall apply to claims and/or losses occurring during the Period of the Reinsurance Agreement (Loss occuring basis). If the Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS.


ARTICLE 6





ARTICLE 7

Premium Portfolio Entry 1. If applicable (i.e. if so stated in the SPECIAL CONDITIONS) the REINSURER shall assume and Withdrawal liability for its share of all risks in force at the Effective Date of the Reinsurance Agreement

in respect of losses whose trigger falls on or subsequent to such commencement date and in consideration thereof the REINSURED shall credit the REINSURER for its share a Premium Portfolio Entry of the unearned premiums of the in-force risks falling under the scope of the Reinsurance Agreement as specified in the SPECIAL CONDITIONS.

2. Where the above paragraph does apply, the REINSURER’s liability for its share of all cessions current at the Expiry Date in respect of losses whose trigger falls on or subsequent to such termination date shall cease at that date and in consideration thereof the REINSURED shall debit the REINSURER for its share a Premium Portfolio Withdrawal of the ceded premiums in the accounts of the current year as mentioned in the SPECIAL CONDITIONS.

ARTICLE 8

Loss Portfolio Entry 1. If applicable (i.e. if so stated in the SPECIAL CONDITIONS) the REINSURER shall assume and Withdrawal at the Effective Date of the Reinsurance Agreement all losses outstanding under the

previous reinsurance agreements of the REINSURED of the preceding reinsurance period and in consideration thereof the REINSURED shall credit the REINSURER for its share a Loss Portfolio Entry of the losses outstanding under the Reinsurance Agreement of the REINSURED of the preceding reinsurance period.

2. At the Expiry Date of the Reinsurance Agreement, the REINSURED shall debit the REINSURER with a Loss Portfolio Withdrawal equal to the latter’s share of the losses outstanding at the Expiry Date of the Reinsurance Agreement, thereby relieving the REINSURER of any further liability.

ARTICLE 9

Premium Reserves 1. If stated in the SPECIAL CONDITIONS, a premium reserve deposit shall be established by the REINSURED, according to the period and percentage specified in the SPECIAL CONDITIONS.

2. This percentage shall be established from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account.

3. Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the premium reserves deposit in the account when the deposit is released.

ARTICLE 10

Losses Reserves Deposit 1. If stated in the SPECIAL CONDITIONS, a part of the Loss Reserves Deposit shall be retained by the REINSURED, according to the terms specified in the SPECIAL CONDITIONS.

2. The part to be deposited shall be retained from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account.

3. Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the Loss Reserves Deposit in the account when the deposit is released.

ARTICLE 11

Premium and Commission 1. The REINSURED shall pay to the REINSURER the latter’s share of the Premium received by the REINSURED in respect of all cessions made under the Reinsurance Agreement.

2. A Reinsurance Commission (“the Reinsurance Commission”) is payable to the REINSURED in an amount corresponding to the percentage of the Premium which is specified in the SPECIAL CONDITIONS.

ARTICLE 12

Insolvency Where an Insolvency Event occurs in relation to the REINSURED the terms of the (where applicable) SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS) shall apply.

ARTICLE 13

REINSURED’s retention and The type and amount of the REINSURED’s Retention and of the Capacity of the Capacity of this Reinsurance Reinsurance Agreement are set out in the SPECIAL CONDITIONS attached hereto.

ARTICLE 14

Cash Call 1. Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of a loss payment (which the REINSURED has paid) exceeds the amount from the ground up stated in the SPECIAL CONDITIONS and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 30 (thirty) Working Days upon receipt of such request.


2. At the request of the REINSURED, the REINSURER will pay any amount with regard to a loss payment hereunder which is scheduled to be paid by the REINSURED within the next 20 (twenty) Working Days, provided that the REINSURED shall support its request for payment with a) claims reports and/or documents with claims details and b) a declaration that loss payment will be made within the next 20 (twenty) Working Days. The REINSURER will make payment of the sum requested within 15 (fifteen) Working Days of receipt of the request supported by the required reports and/or documents and declaration.





ARTICLE 15



3. Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of this involvement in the settlement of a claim.



ARTICLE 16






ARTICLE 17

Bordereaux Immediately after the close of each accounting period the REINSURED shall furnish the REINSURER with bordereaux broken down according to classes of insurance and types of cession showing details of the cessions (losses and premiums) made to the Reinsurance Agreement.

ARTICLE 18



ARTICLE 19

Modifications 1. Terms and conditions of the Reinsurance Agreement may not be modified, including by and Clarifications way of additions, deletions and amendments, unless by addendum to be attached to


2. Except in respect of the terms and conditions of the Reinsurance Agreement, the parties may make handwritten modifications hereon. Handwritten modifications shall not be incorporated into the Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing and stamping them. Handwritten modifications shall retroactively take effect on the Effective Date or on the date specified by the parties.

3. Subsidiary to paragraph 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Reinsurance Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.

ARTICLE 20










ARTICLE 21



ARTICLE 22












If the parties agree to terminate the Reinsurance Agreement on a cut-off basis, it is understood and agreed that the REINSURER shall be fully and finally released of its liability under the Reinsurance Agreement against payment of any outstanding balances.


ARTICLE 23

Extraordinary Event In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary Event’ any party is unable to perform its obligations hereunder, the following rule shall apply:






The parties agree that: (i) no reinstatement of limit and no additional capacity and, (ii) no reinstatement premium and no other additional premium are paid to the originally

agreed for the ‘held covered period’ except prior written agreement of the parties.

For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the parties have

(a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or,

(b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.

Any party asserting ‘Extraordinary Event’ as an excuse for non-performance hereunder

or as reason for ‘held covered period’ shall have the burden of proving that reasonable steps were taken under the circumstances to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled and that the other party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.


ARTICLE 24




c) Unless the parties otherwise agree the arbitration Tribunal shall consist of persons with not less than 10 (ten) years’ experience in insurance or reinsurance and who are active or retired executive officers of insurance or reinsurance companies.

d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead, by the party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) days. Should they fail to do so within 30 (thirty) days, then either of the parties may apply to the appointor for the appointment of the new chairperson.




b) Each party shall, however, bear the costs of its own legal representation and assistance. The amount of the cost of the arbitration shall be determined as agreed between the parties and the arbitrators prior to the arbitration. The arbitration tribunal shall, as a part of its award, specifically state the cost of the arbitration and the manner of its payment.







ARTICLE 25

Choice of Law Subject to the terms of article «Arbitration», the Reinsurance Agreement shall be governed and Jurisdiction by the laws and subject to the jurisdiction specified in the SPECIAL CONDITIONS.

ARTICLE 26








ARTICLE 27



3. This article shall not be construed to limit the admissibility of evidence regarding the formation, interpretation, purpose or intent of the Reinsurance Agreement

ARTICLE 28




The parties agree to replace any invalid or unenforceable provision with a legal, valid

and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

ARTICLE 29





In the context of this article, a “third party” will be anyone other than the contracting parties or their reinsurance subsidiaries and the reinsurance units of their subsidiaries and affiliates, their parent company, employees, agents, retrocessionaires, subcontractors, representatives or auditors.





ARTICLE 30




2a General Conditions Broker Non Proportional

Introduction ................................................................................................40Definitions ...................................................................................................40Article 1 .......................................................................................................42Article 2 .......................................................................................................42Article 3 .......................................................................................................42Article 4 .......................................................................................................43Article 5 .......................................................................................................43Article 6 .......................................................................................................43Article 7 ......................................................................................................44Article 8 .......................................................................................................44Article 9 .......................................................................................................44Article 10 ....................................................................................................45Article 11 ...................................................................................................45Article 12 ...................................................................................................45Article 13 ...................................................................................................46Article 14 ....................................................................................................46Article 15 .................................................................................................... 47Article 16 .................................................................................................... 47Article 17 ..................................................................................................... 47Article 18 ....................................................................................................48Article 19 ....................................................................................................48Article 20 ....................................................................................................49Article 21 ....................................................................................................50Article 22 ....................................................................................................51Article 23 ....................................................................................................52Article 24 ....................................................................................................52Article 25 ..................................................................................................52Article 26 ....................................................................................................53Article 27 ....................................................................................................54Article 28 ....................................................................................................54Article 29 ....................................................................................................54

CHAPTER 2A à Broker Non Proportional

AXA_2016_REINSURANCE_GENERAL CONDITIONS_ BROKER_NON PROPORTIONAL AXA_2016_REINSURANCE_GENERAL CONDITIONS_BROKER_NON PROPORTIONAL


INTRODUCTION



DEFINITIONS







Deductible means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS, and as more particularly defined in the article “Limit and Deductible” herein. This amount shall be calculated for each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS).

In the Reinsurance Agreement, the terms “Retention”, “Priority” and “Deductible” are synonymous.



















ARTICLE 1






ARTICLE 2





ARTICLE 3



ARTICLE 4




ARTICLE 5






ARTICLE 6





ARTICLE 7

Ultimate Net Loss 1. «Ultimate Net Loss» means the total amount which the REINSURED has actually paid or becomes liable to pay in settlement of all losses or liabilities arising under and within the terms, conditions and limits of the Policies. This amount shall include any legal costs and expenses of litigation or arbitration, investigation, negotiation or adjustment expenses such as expert fees, if any, award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED) reasonably incurred in connection therewith.


Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph “Information”, if applicable.




ARTICLE 8


ARTICLE 9


ARTICLE 10



ARTICLE 11

Cash Call 1. Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of a loss payment (which the REINSURED has paid) exceeds the Deductible from the ground up and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 30 (thirty) Working Days upon receipt of such request.


2. At the request of the REINSURED, the REINSURER will pay any amount with regard to a loss payment hereunder which is scheduled to be paid by the REINSURED within the next 20 (twenty) Working Days, provided that the REINSURED shall support its request for payment with a) claims reports and/or documents with claims details b) a declaration that loss payment will be made within the next 20 (twenty) Working Days. The REINSURER will make payment of the sum requested within 15 (fifteen) Working Days of receipt of the request supported by the required reports and/or documents and declaration.


ARTICLE 12







Such cooperation shall consist in the provision of advice and analysis to the REINSURED by

the REINSURER. It is further agreed that the REINSURED may delegate to the REINSURER the right to settle claims.

ARTICLE 13





4. For the part of any outstanding loss, the REINSURED may request the REINSURER to represent its liability in the manner set forth in SPECIAL CONDITIONS under “Representation of Technical reserves.”

ARTICLE 14

Reinsurance Premium 1. If the Reinsurance Agreement has been arranged on an adjustable premium basis then as soon as possible after the Adjustment Date the Deposit Premium shall be adjusted to a final amount equal to the Reinsurance Premium rate(s) stated in the SPECIAL CONDITIONS applied to the Premium Income (or figures required in accordance with any other basis of Reinsurance Premium calculation specified in the SPECIAL CONDITIONS).

Such adjustment shall never result in the REINSURER receiving less than the Minimum Premium (if provided for in the SPECIAL CONDITIONS).

2. The Reinsurance Premium shall be payable by the REINSURED to the REINSURER subject to the payment of the Deposit Premium no later than 15 (fifteen) Working Days before the payment date specified in the SPECIAL CONDITIONS (if provided for in the SPECIAL CONDITIONS).

3. The payment of any adjustment due shall be made forthwith and in any event not later than 3 (three) months after the Adjustment Date.

ARTICLE 15



3. The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss Occurrence/ Risk/ Accident Occurrence nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss Occurrences/ Risks/ Accident Occurrences during the Period.


ARTICLE 16



ARTICLE 17








ARTICLE 18







ARTICLE 19



ARTICLE 20








If, during the validity of the Reinsurance Agreement, the REINSURER experiences a financial strength rating downgrade below A- Standard & Poor’s or A- A.M. Best and/or loses his rating, the REINSURED shall have the right to terminate the Reinsurance Agreement with immediate non retroactive effect.

According to the present paragraph, in case of insolvency, the liability of either party shall remain subject to the law applicable to the Reinsurance Agreement.









ARTICLE 21









ARTICLE 22


2. a) Unless the parties agree upon a single arbitrator within 30 (thirty) days of one receiving a written request from the other for arbitration, the claimant (the party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) days of receiving such notice the respondent shall appoint a second arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent



d) In the event of the death of an arbitrator or if an arbitrator should be unable to continue, another shall in such case be appointed instead by the party who made the original appointment. In the event of the death of the chairperson, or if the chairperson should be unable to continue, the arbitrators shall agree upon the appointment of a new chairperson within 30 (thirty) days. Should they fail to do so within 30 (thirty) days, then either of the parties may apply to the appointor for the appointment of the new chairperson.











ARTICLE 23

Choice of Law Subject to the terms of article “Arbitration”, the Reinsurance Agreement shall be and Jurisdiction governed by the laws and subject to the jurisdiction specified in the SPECIAL

CONDITIONS.

ARTICLE 24




ARTICLE 25






Corporate Responsability The parties acknowledge that AXA adheres to certain principles and practices designed to ensure that AXA does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Compliance and Ethics Guide published on the AXA website. AXA encourages the parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.


ARTICLE 26










ARTICLE 27




The parties agree to replace any invalid or unenforceable provision with a legal, valid

and/or enforceable provision which most closely approximates the intent and economic effect of the illegal, invalid or unenforceable provision.

ARTICLE 28




ARTICLE 29

Intermediary 1. Both the REINSURED and the REINSURER agree that the broker, specified in the SPECIAL CONDITIONS, shall be in charge of the placement of the Reinsurance Agreement.

If no broker has been specified in the SPECIAL CONDITIONS, the placement shall be made by the REINSURED.

2. In any case, once the placement is finalized, all communications (contractual documents, special acceptances, claims) and settlements shall take place directly between the REINSURED and the REINSURER, unless otherwise agreed by the REINSURED and the broker.

However, this provision shall not apply if the REINSURER is a Lloyd’s Syndicate. In such a case, the broker shall also be in charge of the file administration.

2b General Conditions Broker Proportional

Introduction ................................................................................................58Definitions ...................................................................................................58Article 1 .......................................................................................................60Article 2 .......................................................................................................60Article 3 .......................................................................................................60Article 4 .......................................................................................................61Article 5 .......................................................................................................61Article 6 .......................................................................................................61Article 7 ......................................................................................................62Article 8 .......................................................................................................62Article 9 .......................................................................................................62Article 10 ....................................................................................................62Article 11 ...................................................................................................63Article 12 ...................................................................................................63Article 13 ...................................................................................................63Article 14 ....................................................................................................63Article 15 ....................................................................................................64Article 16 ....................................................................................................64Article 17 .....................................................................................................65Article 18 ....................................................................................................65Article 19 ....................................................................................................65Article 20 ....................................................................................................65Article 21 ....................................................................................................66Article 22 ....................................................................................................66Article 23 ....................................................................................................67Article 24 ....................................................................................................68Article 25 ....................................................................................................69Article 26 ....................................................................................................70Article 27 ....................................................................................................70Article 28 .................................................................................................... 71Article 29 .................................................................................................... 71Article 30 ....................................................................................................72Article 31 ....................................................................................................72

CHAPTER 2B à Broker Proportional

AXA_2016_REINSURANCE_GENERAL CONDITIONS_BROKER_PROPORTIONALAXA_2016_REINSURANCE_GENERAL CONDITIONS_BROKER_PROPORTIONAL


INTRODUCTION



DEFINITIONS






Gross Net Premium Income means the gross premium accruing to te REINSURED after deducting cancellations, returns, and taxes.



Original Net Premium means the total of original premiums received by the REINSURED less original commissions.





Reinsurance Premium means the amount payable to the REINSURER, stated in the SPECIAL CONDITIONS, defined as a percentage of the direct insurance premium and determined by the amount of risk shared by the parties.







ARTICLE 1

General Terms 1. The Reinsurance Agreement is agreed between the REINSURED specified in the SPECIAL CONDITIONS of the one part and the REINSURER of the other part.




ARTICLE 2

REINSURER’s Liability 1. The REINSURER shall, subject to the terms and conditions of the Reinsurance Agreement and the terms and conditions of the Policies, follow the fortunes of the REINSURED in respect of the risks insured by all Policies and REINSURED hereunder.

Payments by the REINSURED to the Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made, in the absence of legal liability, for pure commercial reasons) shall only be binding upon the REINSURER following its prior approval.

2. The REINSURED may effect facultative reinsurance cessions on all or a portion of certain business where the REINSURED considers a full or partial share of the risk to be detrimental to the interests of both parties.

3. The liability of the REINSURER as regards each cession declared hereunder shall commence simultaneously and automatically with that of the REINSURED under its original acceptances.

4. All cessions under the Reinsurance Agreement shall, unless otherwise specified in the Reinsurance Agreement, be subject to the same general and SPECIAL CONDITIONS and clauses as applicable to the original acceptances of the REINSURED.

ARTICLE 3



ARTICLE 4




ARTICLE 5




Loss Attachment 4. The Reinsurance Agreement shall apply to claims and/or losses occurring during the Period of the Reinsurance Agreement (loss occurring basis). If the Reinsurance Agreement is on another loss attachment basis, it shall be specified in the SPECIAL CONDITIONS.


ARTICLE 6





ARTICLE 7

Premium Portfolio Entry 1. If applicable (i.e. if so stated in the SPECIAL CONDITIONS) the REINSURER shall assume and Withdrawal liability for its share of all risks in force at the Effective Date of the Reinsurance Agreement

in respect of losses whose trigger falls on or subsequent to such commencement date and in consideration thereof the REINSURED shall credit the REINSURER for its share a Premium Portfolio Entry of the unearned premiums of the in-force risks falling under the scope of the Reinsurance Agreement as specified in the SPECIAL CONDITIONS.

2. Where the above paragraph does apply, the REINSURER’s liability for its share of all cessions current at the Expiry Date in respect of losses whose trigger falls on or subsequent to such termination date shall cease at that date and in consideration thereof the REINSURED shall debit the REINSURER for its share a Premium Portfolio Withdrawal of the ceded premiums in the accounts of the current year as mentioned in the SPECIAL CONDITIONS.

ARTICLE 8

Loss Portfolio Entry 1. If applicable (i.e. if so stated in the SPECIAL CONDITIONS) the REINSURER shall assume and Withdrawal at the Effective Date of the Reinsurance Agreement all losses outstanding under the

previous reinsurance agreements of the REINSURED of the preceding reinsurance period and in consideration thereof the REINSURED shall credit the REINSURER for its share a Loss Portfolio Entry of the losses outstanding under the Reinsurance Agreement of the REINSURED of the preceding reinsurance period.

2. At the Expiry Date of the Reinsurance Agreement, the REINSURED shall debit the REINSURER with a Loss Portfolio Withdrawal equal to the latter’s share of the losses outstanding at the Expiry Date of the Reinsurance Agreement, thereby relieving the REINSURER of any further liability.

ARTICLE 9

Premium Reserves 1. If stated in the SPECIAL CONDITIONS, a premium reserve deposit shall be established by the REINSURED, according to the period and percentage specified in the SPECIAL CONDITIONS.

2. This percentage shall be established from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account.

3. Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the premium reserves deposit in the account when the deposit is released.

ARTICLE 10

Losses Reserves Deposit 1. If stated in the SPECIAL CONDITIONS, a part of the Loss Reserves Deposit shall be retained by the REINSURED, according to the terms specified in the SPECIAL CONDITIONS.

2. The part to be deposited shall be retained from the date of rendering each periodic account and shall be released to the REINSURER in the corresponding following periodic account.

3. Interest at the rate specified in the SPECIAL CONDITIONS shall be credited to the REINSURER on the Loss Reserves Deposit in the account when the deposit is released.

ARTICLE 11

Premium and Commission 1. The REINSURED shall pay to the REINSURER the latter’s share of the Premium received by the REINSURED in respect of all cessions made under the Reinsurance Agreement.

2. A Reinsurance Commission (“the Reinsurance Commission”) is payable to the REINSURED in an amount corresponding to the percentage of the Premium which is specified in the SPECIAL CONDITIONS.

ARTICLE 12


ARTICLE 13

REINSURED’s retention and The type and amount of the REINSURED’s Retention and of the capacity of the Capacity of this Reinsurance Reinsurance Agreement are set out in the SPECIAL CONDITIONS attached hereto.

ARTICLE 14

Cash Call 1. Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of a loss payment (which the REINSURED has paid) exceeds the amount from the ground up stated in the SPECIAL CONDITIONS and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 30 (thirty) Working Days upon receipt of such request.


2. At the request of the REINSURED, the REINSURER will pay any amount with regard to a loss payment hereunder which is scheduled to be paid by the REINSURED within the next 20 (twenty) Working Days, provided that the REINSURED shall support its request for payment with a) claims reports and/or documents with claims details and b) a declaration that loss payment will be made within the next 20 (twenty) Working Days. The REINSURER will make payment of the sum requested within 15 (fifteen) Working Days of receipt of the request supported by the required reports and/or documentation and declaration.





ARTICLE 15



3. Upon the REINSURER’s request, the REINSURED shall cooperate with the REINSURER or any other person designated by the REINSURER in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. The REINSURER shall bear the cost of this involvement in the settlement of a claim.



ARTICLE 16






ARTICLE 17

Bordereaux Immediately after the close of each accounting period the REINSURED shall furnish the REINSURER with bordereaux broken down according to classes of insurance and types of cession showing details of the cessions (losses and premiums) made to the Reinsurance Agreement.

ARTICLE 18


Currency Fluctuation 2. Currencies other than the Currency or Currencies in which the Reinsurance Agreement is written shall be converted into that Currency at the rate of exchange as used in the accounts books of the REINSURED.

ARTICLE 19





ARTICLE 20










ARTICLE 21



ARTICLE 22



a) If the other party has become insolvent or is unable to pay its debts or has had the

authority to transact any class of insurance withdrawn, suspended or made conditional by any court or regulatory authority.












ARTICLE 23

Extraordinary Event In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary Event’ any party is unable to perform its obligations hereunder, the following rule shall apply:


Should the ‘Extraordinary Event’ occur within 30 (thirty) days of the Expiry Date and the parties are, as a direct result of the ‘Extraordinary Event’, not able to finalize the renewal negotiation to reinsure the Business after the Expiry Date, then the Reinsurance Agreement shall be automatically extended for a period of 15 (fifteen) days, subject to




one-time tacit renewal in the assumption that the ’Extraordinary Event’ continues to extend its effects with the same consequences, but not exceeding 1 (one) month being the maximum ‘held covered period’ calculated at pro rata Reinsurance Premium from the original Expiry Date.

The parties agree that: (i) no reinstatement of limit and no additional capacity and, (ii) no reinstatement premium and no other additional premium are paid to the originally

agreed for the ‘held covered period’ except prior written agreement of the parties.

For the purposes of this article, an ‘Extraordinary Event’ shall be considered to be exceptional circumstances where the parties have

(a) a significant part of their workforce engaged in renewal process affected by an epidemic as stipulated by a public health authority or,

(b) no regular or reliable means of external communication and/or any reasonable access to the office and/or office systems and/or data, and are therefore prevented from engaging in their normal renewal exchanges.



ARTICLE 24













ARTICLE 25











ARTICLE 26

Choice of Law Subject to the terms of article «Arbitration», the Reinsurance Agreement shall be and Jurisdiction governed by the laws and subject to the jurisdiction specified in the SPECIAL

CONDITIONS.

ARTICLE 27




ARTICLE 28





ARTICLE 29










ARTICLE 30




ARTICLE 31

Intermediary 1. Both the REINSURED and the REINSURER agree that the broker, specified in the SPECIAL CONDITIONS, shall be in charge of the placement of the Reinsurance Agreement.

If no broker has been specified in the SPECIAL CONDITIONS, the placement shall be made by the REINSURED.

2. In any case, once the placement is finalized, all communications (contractual documents, special acceptances, claims) and settlements shall take place directly between the REINSURED and the REINSURER, unless otherwise agreed by the REINSURED and the broker.


3 General Conditions Retrocession

Introduction ................................................................................................ 761. Preamble ................................................................................................ 762. Special Acceptances ............................................................................. 763. Several Liability (LMA 3333 amended version) ...............................774. Net Retained Lines ...............................................................................775. Retrocession Deduction .......................................................................776. Retrocession Premium .........................................................................777. Accounts – Settlements .......................................................................788. Cash Call ................................................................................................789. Inspection of Records ...........................................................................7910. Errors and Omissions .........................................................................7911. Notice of Claims – Claim Settlement ..............................................7912. Modifications and Clarifications .......................................................8013. Offset of balances ..............................................................................8014. Special Termination ...........................................................................8115. Extraordinary Event ............................................................................8216. Arbitration ............................................................................................8217. Choice of Law and Jurisdiction ..........................................................8318. Confidentiality .....................................................................................8319. Data Privacy – Anti-Bribery ...............................................................8420. Entire Agreement ...............................................................................8421. Severability ..........................................................................................8422. Compliance with Sustainable development standards ...............8523. Intermediary Clause (If applicable) ..................................................85

CHAPTER 3 à Retrocession

AXA_2016_REINSURANCE_GENERAL CONDITIONS_RETROCESSIONAXA_2016_REINSURANCE_GENERAL CONDITIONS_RETROCESSION


INTRODUCTION

The Retrocession Agreement, as well as the Underlying Reinsurance Agreement related thereto shall constitute the Slip Text Wording (hereinafter referred to as the “Slip Text Wording”).

1. PREAMBLE

Whereas:

(a) the Underlying Reinsurance Agreement covers policies of insurance underwritten by the REINSURED (hereinafter referred to as “the Underlying Policies”) and

(b) the RETROCEDENT is the Reinsurer of these Underlying Policies as set out in the Underlying Reinsurance Agreement, a true copy of which is attached,

the RETROCEDENT hereby transfers, and the RETROCESSIONAIRE agrees to accept a share of the rights and obligations set out in the Underlying Reinsurance Agreement.

1.1. The RETROCESSIONAIRE undertakes to fulfil towards the RETROCEDENT all the obligations of the RETROCEDENT as defined by the terms and conditions of the Underlying Reinsurance Agreement.

The RETROCEDENT undertakes to fulfil towards the RETROCESSIONAIRE the REINSURED’s obligations in accordance with the terms and conditions of the Underlying Reinsurance Agreement.

1.2. The retrocession hereunder is made strictly according to the conditions and limits of the Underlying Reinsurance Agreement, and nothing in the Retrocession Agreement shall be taken to affect any of the conditions and limits of the Underlying Reinsurance Agreement. All clauses in the Underlying Reinsurance Agreement are applicable in every respect to the relationship between the RETROCEDENT and the RETROCESSIONAIRE except as explicitly modified by the Retrocession Agreement.

1.3. The RETROCESSIONAIRE agrees to send to the RETROCEDENT its Annual Report before the 30th of September of the year of the Retrocession Agreement.

2. SPECIAL ACCEPTANCES

2.1. If so stated in the COVER NOTE, Special Acceptances shall be agreed or refused by the Leading RETROCESSIONAIRE(S). Special Acceptances so agreed will be binding upon all retrocessionaires who participate in the Underlying Reinsurance Agreement. In case of an emergency, the RETROCEDENT may require the Leading RETROCESSIONAIRE(S) to agree or refuse the Special Acceptances within 5 (five) Working Days from the receipt of the RETROCEDENT’s request. If no response, of any kind, has been received by the RETROCEDENT within these 5 (five) Working Days, the Special Acceptances will be considered as approved by the Leading RETROCESSIONAIRE(S).

2.2. If it is not so stated in the COVER NOTE, Special Acceptances shall be agreed by retrocessionaires each for their own participation. In case of an emergency, the RETROCEDENT may require each retrocessionaire to agree or refuse the Special Acceptances within 5 (five) Working Days from the receipt of the RETROCEDENT’s request. If no response, of any kind, has been received by the RETROCEDENT within these 5 (five) Working Days, the Special Acceptances will be considered as approved by each retrocessionaire.

2.3. Any Special Acceptance agreed to by past retrocessionaires and in force at inception of the Underlying Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the RETROCEDENT.

3. SEVERAL LIABILITY (LMA 3333 AMENDED VERSION)

3.1. The liability of a RETROCESSIONAIRE under the Retrocession Agreement is several and not joint with other retrocessionaires party to the Retrocession Agreement. The RETROCESSIONAIRE is liable only for the proportion of liability it has underwritten. The RETROCESSIONAIRE is not jointly liable for the proportion of liability underwritten by any other retrocessionaire. Nor is the RETROCESSIONAIRE otherwise responsible for any liability of any other retrocessionaire that may underwrite the Retrocession Agreement.

3.2. In case of a Lloyds syndicate, each member of the syndicate (rather than the syndicate itself) is a retrocessionaire. Each member has underwritten a proportion of the total shown for the syndicate (that total itself being the total of the proportions underwritten by all the members of the syndicate taken together). The liability of each member of the syndicate is several and not joint with other members. A member is liable only for that member’s proportion. A member is not jointly liable for any other member’s proportion. Nor is any member otherwise responsible for any liability of any other retrocessionaire that may underwrite the Retrocession Agreement.

4. NET RETAINED LINES

The RETROCESSIONAIRE’s liability hereunder shall not be increased due to any error or omission which results in an increase in the RETROCEDENT’s net retention, nor by the RETROCEDENT’s failure to reinsure in accordance with its normal practice.

5. RETROCESSION DEDUCTION

5.1. A Retrocession Deduction is payable.

5.2. The percentage deduction and the methods of calculation are specified in the COVER NOTE.

6. RETROCESSION PREMIUM

6.1. The RETROCEDENT shall pay to the RETROCESSIONAIRE a Deposit Premium based upon its participation share of any figure stated in the SPECIAL CONDITIONS of the Underlying Reinsurance Agreement.

6.2. As soon as possible after the expiry of the Retrocession Agreement, the Deposit Premium shall be adjusted to an amount equal to the percentage stated in the SPECIAL CONDITIONS of the Underlying Reinsurance Agreement applied to the REINSURED’s written premium income net of returns for the Period hereof, but including any adjustments on previous years, subject however to a minimum premium of the amount stated in the SPECIAL CONDITIONS.

6.3. The payment of any adjustment premium due shall be made by the debtor party as soon as possible, and in any event not later than 3 (three) months after the expiry of the Retrocession Agreement.

6.4. Notwithstanding the preceding paragraphs, and if the Retrocession Agreement is on a proportional basis as specified in the COVER NOTE, the RETROCESSIONAIRE shall pay a commission for its proportionate share of the premiums arising from the Underlying Reinsurance Agreement.




7. ACCOUNTS – SETTLEMENTS

7.1. If an account is needed as per the Underlying Reinsurance Agreement, the RETROCEDENT will send to the RETROCESSIONAIRE an account established in the Currency or Currencies and at the frequency set out in the SPECIAL CONDITIONS of the Underlying Reinsurance Agreement, as soon as possible after the end of the relevant accounting Period but no later than 15 (fifteen) weeks thereafter, and in any event within 3 (three) weeks of the RETROCEDENT receiving it from the REINSURED. Premiums and claims balances are payable on the same basis as stated in the Underlying Reinsurance Agreement.

7.2. The RETROCESSIONAIRE shall confirm its agreement within 3 (three) weeks following receipt of the account that is required according to the above provision. If no confirmation is made within this 3 (three) weeks period, the account will be deemed accepted by the RETROCESSIONAIRE and the balance shall be paid by the debtor party within 15 (fifteen) Working Days from the expiry of the above 3 (three) weeks period.

7.3. Any comments regarding an error and/or an omission on the account shall be notified by the RETROCEDENT to the RETROCESSIONAIRE within 3 (three) weeks following receipt of the account that is required according to the above provision period.

The RETROCEDENT shall then upon confirmation of such error and/or omission provide the RETROCESSIONAIRE with an account adjusted accordingly within 15 (fifteen) Working Days from the receipt of notification thereof. The balance resulting thereof shall be paid by the debtor party, within 15 (fifteen) Working Days from the receipt of the adjusted account.

7.4. All settlements shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor party. Amounts below 100 (one hundred) euros (or equivalent) will be reported on the next quarterly account.

7.5. For the part of any outstanding loss, the RETROCEDENT may request the RETROCESSIONAIRE to represent its liability in the manner set forth in SPECIAL CONDITIONS under “Representation of Technical Reserves”.

8. CASH CALL

8.1. Whenever the amount of a loss payment (which the REINSURED has paid) from the ground up exceeds the Deductible / the amount stated in the Underlying Reinsurance Agreement and the RETROCEDENT makes a Cash Call request for the excess amount, the RETROCESSIONAIRE shall pay the claim equivalent to its proportionate share to the RETROCEDENT, within 15 (fifteen) Working Days upon receipt of such request. Claims reports and/or claims documents including proof of settlement shall be submitted to the RETROCESSIONAIRE together with the Cash Call request.

8.2. At the request of the RETROCEDENT, the RETROCESSIONAIRE will pay any amount with regard to a loss payment hereunder which are scheduled to be paid by the RETROCEDENT within the next 15 (fifteen) Working Days, provided that the RETROCEDENT shall support its request for payment with a) claims reports and/or documents with claims details and b) a declaration that loss payment will be made within the next 15 (fifteen) Working Days. The RETROCESSIONAIRE will make payment of the sum requested within 10 (ten) Working Days of receipt of the request supported by the required reports and/or documents and declaration.

8.3. Any amounts so settled will be credited to the RETROCESSIONAIRE in the first following settlement.

9. INSPECTION OF RECORDS

9.1. The RETROCESSIONAIRE and/or its duly appointed representative may inspect at a mutually agreed time and place any records or documents, other than proprietary or privileged upon the proof of the nature of the information, unless authorized by the RETROCEDENT which relate to the business covered under the Retrocession Agreement.

9.2. The RETROCESSIONAIRE shall advise the RETROCEDENT of its intent to exercise its right of inspection at least 2 (two) weeks in advance. The RETROCESSIONAIRE and/or its duly appointed representative may arrange for copies to be made at the RETROCESSIONAIRE’s expense of any of the records or documents that it may require as referred to under paragraph 9.1.

9.3. The RETROCEDENT’S right of inspection under the Underlying Reinsurance Agreement shall also be granted to the RETROCESSIONAIRE(s) at the same conditions. However, this right granted to the RETROCESSIONAIRE(s) may only be exercised with the participation of the RETROCEDENT.

9.4. Notwithstanding the preceding provisions, if undisputed balances due from the RETROCESSIONAIRE under the Retrocession Agreement have not been paid for the 2 (two) most recent calendar quarters following receipt of the account, the RETROCESSIONAIRE shall not have access to any of the RETROCEDENT’s records relating to the Retrocession Agreement without the specific consent of the RETROCEDENT.

9.5. Should arbitration or judicial proceedings be pending or initiated between the parties, the RETROCESSIONAIRE shall exercise its right of inspection through a person designated and authorised by the respective arbitrator or judge.

9.6. The provisions of this article shall continue to apply for as long as either party has any outstanding liabilities under the Retrocession Agreement.

9.7. The exercising of the right to inspect records shall neither amount to an affirmation of the Retrocession Agreement nor affect the obligation of the RETROCESSIONAIRE to pay undisputed claims nor affect the right by either party to terminate the Retrocession Agreement in accordance with the Special Termination clause.

10. ERRORS AND OMISSIONS

10.1. Any inadvertent delays, errors and/or omissions on the part of either the RETROCEDENT or the RETROCESSIONAIRE shall not relieve the other party from any liability which would have attached hereunder, provided that rectification is made as soon as possible after discovery.

10.2. Nevertheless, nothing contained in this article shall be held to override any of the terms and conditions of the Retrocession Agreement and no liability shall be imposed on the other party greater than would have attached hereunder had such inadvertent delays, errors or omissions not occurred.

11. NOTICE OF CLAIMS – CLAIM SETTLEMENT

11.1. Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS of the Underlying Reinsurance Agreement, the RETROCEDENT shall give written notice of such claim to the RETROCESSIONAIRE immediately on receiving knowledge thereof, according to the provisions of the Underlying Reinsurance Agreement, and shall thereafter keep the RETROCESSIONAIRE fully informed of all significant developments, including supporting document and information, in respect of such claim immediately on receiving knowledge thereof.

11.2. Upon the RETROCESSIONAIRE’s request, the RETROCEDENT shall make available any relevant information that the RETROCESSIONAIRE may require in respect of claims or potential claims notified in accordance with the foregoing paragraph, provided that the disclosure of such information does not prevent either party from complying with applicable laws.




As regards the provisions of paragraphs 11.1. and 11.2., the RETROCESSIONAIRE ensures and confirms that any notice of claims and any information regarding claims or potential claims will be received and managed by a specific category of its personnel or representatives who got duly authorized to their task and duly authorized to manage such information in compliance with the applicable law and regulation on Data Privacy, as regards to paragraph 19.1.

11.3. Upon the RETROCESSIONAIRE’s request, the RETROCEDENT shall cooperate with the RETROCESSIONAIRE or any other person designated by the RETROCESSIONAIRE in a timely manner in respect of the settlement of a claim notified pursuant to the first paragraph of this article. Such cooperation shall consist in the provision of advice and analysis to the RETROCEDENT by the RETROCESSIONAIRE. The RETROCESSIONAIRE shall bear the cost of its involvement in the settlement of a claim.

11.4. The parties further agree that the RETROCEDENT’S right of cooperation under the Underlying Reinsurance Agreement shall also be granted to the RETROCESSIONAIRE at the same conditions.

11.5. Claim settlements shall be binding upon the RETROCESSIONAIRE, provided such settlements are within the terms and conditions of the relevant Policy and within the terms and conditions of both the Underlying Reinsurance Agreement and the Retrocession Agreement. However, payments by the REINSURED to the Insured where the REINSURED is not liable under the terms and conditions of the relevant Policies (i.e. ex gratia payments, which means payments made for pure commercial reasons) shall only be binding upon the RETROCESSIONAIRE following its prior approval.

12. MODIFICATIONS AND CLARIFICATIONS

12.1. Terms and conditions of the Retrocession Agreement and the Underlying Reinsurance Agreement may not be modified, including by way of additions, deletions and amendments, unless by addendum to be attached to the Retrocession Agreement and signed by the parties of the Slip Text Wording. Modifications shall take effect on the date specified in the addendum.

12.2. Except in respect of the terms and conditions of the Retrocession Agreement and the Underlying Reinsurance Agreement, the parties may make handwritten modifications hereon. Handwritten modifications shall not be incorporated into to the Retrocession Agreement and the Underlying Reinsurance Agreement unless both parties have confirmed their agreement by counter-signing and stamping them. Handwritten modifications shall retroactively take effect on the Effective Date or on the date specified by the parties.

12.3. Subsidiary to paragraph 1 and 2 of this article, clarifications in respect of the interpretation of the terms and conditions of the Retrocession Agreement shall be effective where sent by instantaneous means of communication provided it can be shown that both parties have agreed to such clarifications. Clarifications in respect of the interpretation shall retroactively take effect on the Effective Date.

12.4. The COVER NOTE may provide that modifications and/or clarifications are to be agreed by the Leading RETROCESSIONAIRE of the RETROCEDENT only.

If so, modifications and/or clarifications so agreed will be binding upon all retrocessionaires. If it is not so stated in the COVER NOTE, modifications and/or clarifications shall be agreed by retrocessionaires

each for their own participation.

13. OFFSET OF BALANCES

Either party may at its discretion set off against any amounts due to the other party under the Retrocession Agreement.

14. SPECIAL TERMINATION

14.1. Either party affected by one of the events mentioned in paragraph 2 below shall notify it to the other party in writing within 60 (sixty) Working Days after its occurrence, unless such event is obviously known by the other party.

14.2. In any case, the Retrocession Agreement may be terminated within 6 (six) months of that event with effect 15 (fifteen) Working Days after written notice given to the other party:

1) If the other party has become insolvent or is unable to pay its debts or has had the authority to transact any Class of insurance or reinsurance withdrawn, suspended or made conditional by any court or regulatory authority.

2) If the other party ceases writing insurance and/or reinsurance and elects to run-off its existing business or if the performance of the whole or any part of the Retrocession Agreement is prohibited or rendered impossible de jure or de facto, subject always to the provisions of the article “Severability”.

3) If the other party fails to fulfil its material obligation under the Retrocession Agreement within 2 (two) months after being requested in writing to do so.

4) If the other party merges with or becomes acquired or controlled by any company, corporation or individual(s) not controlling the other party’s operations at the inception of the Retrocession Agreement.

If, during the validity of the Retrocession Agreement, the RETROCESSIONAIRE experiences a financial strength rating downgrade below A- Standard & Poor’s or A- A.M. Best and/or loses his rating, the RETROCEDENT shall have the right to terminate the Retrocession Agreement with immediate non retroactive effect.

Notice of termination shall be given in writing (registered letter, facsimile and any other means of communication

that leaves a permanent record of such communication) and addressed to the head office of the party to receive the notice, or to any other address indicated by such party for that purpose. Such notice is considered served upon dispatch or where communications between the parties are interrupted upon attempted dispatch.

According to the present paragraph, in case of insolvency the liability of either party shall remain subject to the law applicable to the Retrocession Agreement.

14.3. Unless the parties agree to terminate the Retrocession Agreement on a cut-off basis or a commutation basis, and subject to the other terms and conditions of the Retrocession Agreement, the following shall apply:

- If the Underlying Reinsurance Agreements are established on a Loss occurring basis, the RETROCESSIONAIRE shall remain liable for losses occurring during the Period defined in the Underlying Reinsurance Agreement, up to and including the effective date of termination of the Retrocession Agreement;

- If the Underlying Reinsurance Agreements are established on a Risk attaching basis, the RETROCESSIONAIRE shall remain liable for losses arising in connection with the Policies issued or renewed up to and including the effective date of termination of the Retrocession Agreement.

If the parties agree to terminate the Retrocession Agreement on a cut-off basis, it is understood and agreed that the RETROCESSIONAIRE shall be fully and finally released of its liability under this Retrocession.

14.4. If the Retrocession Agreement is terminated before its expiry date, according to the provisions set out in this article, the premium due to the RETROCESSIONAIRE will be calculated pro rata temporis or as specified in the SPECIAL CONDITIONS of the Underlying Reinsurance Agreement from the Full Premium. However, the RETROCESSIONAIRE shall receive not less than its proportionate share calculated pro rata temporis of the premium (according to the premium conditions specified in the SPECIAL CONDITIONS of the Underlying Reinsurance Agreement) for the Period.

Any reimbursement required as a result of this paragraph shall be made within 40 (forty) Working Days of the date of termination.

14.5. For the purpose of this clause «Full Premium» shall mean the fully adjusted premium that would have been earned by the RETROCESSIONAIRE for the period of the Retrocession Agreement had it not been terminated, taking into account any minimum premium condition. Reinstatement premiums will not be taken into account in the calculation of the fully adjusted premium, provided that the RETROCESSIONAIRE has settled its share of the loss which occurred prior to the date of termination.




15. EXTRAORDINARY EVENT

In case an Underlying Reinsurance Agreement is automatically extended for a period of 15 (fifteen) days or 1 (one) month being the maximum ‘held covered period’ under the article “Extraordinary Event”, the Retrocession Agreement is automatically extended accordingly at pro rata of the Full Premium (as defined under Article 14.5) with reference to this Underlying Reinsurance Agreement from the original expiry.

16. ARBITRATION

16.1. Whilst any disputes arising out of or in connection with the Reinsurance Agreement fall to be dealt with according to the terms of said Reinsurance Agreement, where any dispute between the parties arising out of or in connection with the Reinsurance Agreement, including formation and validity and whether arising during or after the period of the Reinsurance Agreement has not been settled through negotiation, both parties try in good faith to settle such dispute by nonbinding mediation, before resorting to arbitration in accordance with the provisions of the CEFAREA arbitration rules and the provisions set out below.

16.2. The party who commences arbitration (hereinafter the « Claimant ») shall give written notice by registered letter, fax or electronic mail, to the other party (hereinafter the « Respondent») of its intention to refer the matter to arbitration. In case of notice by fax or electronic mail, a copy of the notice shall be simultaneously posted by registered letter.

16.3. This notice shall include or be accompanied by : • The full text of each of the arbitration agreements under which the arbitration is commenced, • A brief outline of the nature of the dispute referred to arbitration and specifying the type of relief sought, • The name of the arbitrator appointed by the Claimant. Within 30 (thirty) days following the notice of arbitration, the Respondent shall notify to the Claimant by

registered letter, fax or electronic mail its own outline of the nature of the dispute, a brief statement of the nature of any counter-claims to be referred to arbitration, together with the name of the appointed arbitrator. If this response is made by fax or electronic mail, copy of it should be simultaneously posted by registered letter.

16.4. The Tribunal is composed of three arbitrators. Each party appoints one arbitrator and the two appointed arbitrators shall, before examining the merits of the cause, appoint the third arbitrator who will preside the Tribunal.

16.5. If the Respondent fails to appoint the arbitrator within 30 (thirty) days as provided, or if the two arbitrators fail to agree on the third arbitrator within a subsequent time period of 30 (thirty) days, the second and/or the third arbitrator shall be appointed by CEFAREA at the request, by registered letter, of either party, such request to be notified simultaneously by registered mail to the other party who may, within 8 (eight) days, submit its observations to CEFAREA.

CEFAREA shall notify the appointments of the arbitrators to both parties by registered letter within 10 (ten) days, following the 8 (eight) days period here above mentioned.

If, once appointed, an arbitrator is unable to perform its functions the substitute arbitrator shall be appointed by CEFAREA upon the request of either party.

16.6. The Tribunal shall unless the parties agree otherwise consist of persons (including those who have retired) with not less than 10 (ten) years experience of international insurance or reinsurance business as persons engaged in such business or advising such business in a professional capacity.

16.7. The Tribunal shall be constituted at the date the third arbitrator has accepted its appointment.

The place of arbitration shall be Paris. The Tribunal shall decide the language of the arbitration after consideration of the circumstances of the case.

16.8. The Tribunal may rule on its own jurisdiction, including any objections with respect to the existence or validity of the arbitration agreement.

16.9. This arbitration clause which forms part of the Reinsurance Agreement shall be treated as an agreement independent of the other terms of the Reinsurance Agreement. A decision by the Tribunal that the contract is null and void shall not entail the invalidity of the arbitration clause.

16.10. The Tribunal shall decide as «amiable compositeur» - ex aequo et bono. In all cases, the Tribunal shall decide in accordance with the terms of the contract and shall take into account the usages of the profession. Any decision of the Tribunal shall be made by a majority of the members. If a majority cannot be achieved the decision of the third arbitrator shall prevail.

Amiable composition implies that no recourse is available against the award. The parties agree to fulfil promptly the award in its entirety. If either of the parties should fail to carry out the award the other may apply for its enforcement to a court of competent jurisdiction in any country in which the party in default is domiciled or has assets or carries on business.

The award shall fix the costs of award and, if appropriate, apportionment between the parties.

17. CHOICE OF LAW AND JURISDICTION

Subject to the terms of paragraph 16, the Retrocession Agreement shall be governed by the laws and be subject to the jurisdiction of France.

18. CONFIDENTIALITY

18.1. The parties agree that all conditions and all renewal information contained in or related to the Retrocession Agreement, the Underlying Reinsurance Agreement and the SPECIAL CONDITIONS, as well as any information and documents obtained during an Inspection of Records under paragraph 9. of the Retrocession Agreement, shall be considered as being confidential (hereinafter referred to as “the Confidential Information”).

18.2. The RETROCESSIONAIRE shall make the best efforts in order to ensure that its employees, agents, subcontractors, reinsurers, representatives and auditors will be fully informed of these provisions and that they will be bound by this article.

18.3. The parties agree that the RETROCEDENT shall be fully informed, by the RETROCESSIONAIRE, of any breach in the bond of confidentiality which the RETROCESSIONAIRE becomes aware of.

18.4. The RETROCESSIONAIRE, except with the express prior written consent of the RETROCEDENT, shall not directly or indirectly, communicate, disclose or divulge to any third party any Confidential Information, as defined above.

In the context of this article, a “third party” will be anyone other than the contracting parties or their reinsurance subsidiaries and the reinsurance units of their subsidiaries and affiliates, their parent company, their reinsurers, employees, agents, subcontractors, representatives or auditors.

18.5. The parties further agree that, in case of disclosures required by a court order or by a regulatory or legal authority, said disclosures will not be considered to breach the bond of confidentiality, save that the RETROCESSIONAIRE binds itself to inform the RETROCEDENT immediately after receipt of such request.




19. DATA PRIVACY – ANTI-BRIBERY

19.1. Data Privacy The parties acknowledge and agree that they (i) are committed to protect Personal Data (as defined in

the Underlying Reinsurance Agreement) in accordance with applicable law and regulation; and (ii) have implemented and will maintain within their organization policies preventing any such breaches by their officers, representatives, employees or any other third party acting on their behalf.

Personal Data shall not be by either party (i) used other than in connection with performing its obligations under the Retrocession Agreement; or (ii) commercially exploited.


19.2. Anti-bribery The parties acknowledge and agree that they (i) are committed to prohibit Bribery (as defined in the Underlying

Reinsurance Agreement); and (ii) have implemented and will maintain within their organization policies prohibiting any such actions by their officers, representatives, employees or any other third party acting on their behalf.

To the extent permitted by the applicable law, each party shall notify the other party immediately upon becoming aware that an activity carried out in connection with the Retrocession Agreement has or may have contravened this obligation or any applicable anti-Bribery law or regulation.

20. ENTIRE AGREEMENT

20.1. The provisions of the Retrocession Agreement and of the Underlying Reinsurance Agreement constitute the contractual conditions validated by the RETROCESSIONAIRE and the RETROCEDENT. The parties agree that for security reasons and to avoid any unilateral alteration of such contractual conditions, the Retrocession Agreement shall be sent out by the RETROCESSIONAIRE and the RETROCEDENT in a format which cannot be electronically and/or manually modified.

20.2. The Retrocession Agreement consists of two parts, being the COVER NOTE and these GENERAL CONDITIONS (which include the Introduction and the Preamble above), which together with any amendments and/or addenda constitute the Entire Agreement between the RETROCEDENT and the RETROCESSIONAIRE.

20.3. This article shall not be construed to limit the admissibility of evidence regarding the formation, interpretation, purpose or intent of the Retrocession Agreement.

21. SEVERABILITY

If, at any time, any provision of the Retrocession Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:

- the legality, validity or enforceability in that jurisdiction of any other provision of the Retrocession Agreement; or

- the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of the Retrocession Agreement.


22. COMPLIANCE WITH SUSTAINABLE DEVELOPMENT STANDARDS

22.1. The RETROCESSIONAIRE acknowledges that AXA adheres to certain principles and practices designed to ensure that AXA does business in a socially responsible manner by promoting sustainable development in its business through commitments towards its principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Compliance and Ethics Guide published on the AXA website. AXA encourages the RETROCESSIONAIRE to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.

22.2. In addition, as part of AXA’s principles and practices of sustainable development, AXA requires the RETROCESSIONAIRE to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.

23. INTERMEDIARY CLAUSE (IF APPLICABLE)

Both the RETROCEDENT and the RETROCESSIONAIRE agree that the broker, specified in the COVER NOTE, shall be in charge of the placement of the Retrocession Agreement.

If no broker has been specified in the COVER NOTE, the placement shall be made by the RETROCEDENT.

In any case, once the placement is finalized, all communications (contractual documents, special acceptances, claims) and settlements shall take place directly between the RETROCEDENT and the RETROCESSIONAIRE, unless otherwise agreed by the RETROCEDENT and the broker.

However, this provision shall not apply if the RETROCESSIONAIRE is a Lloyd’s Syndicate. In such a case, the broker shall also be in charge of the file administration.

4 General Conditions Group Covers

Introduction ................................................................................................88Definitions ...................................................................................................88Article 1 .......................................................................................................90Article 2 .......................................................................................................90Article 3 .......................................................................................................90Article 4 .......................................................................................................91Article 5 .......................................................................................................91Article 6 .......................................................................................................91Article 7 ......................................................................................................92Article 8 .......................................................................................................92Article 9 .......................................................................................................92Article 10 ....................................................................................................93Article 11 ...................................................................................................93Article 12 ...................................................................................................93Article 13 ...................................................................................................94Article 14 ....................................................................................................94Article 15 ....................................................................................................95Article 16 ....................................................................................................95Article 17 .....................................................................................................95Article 18 ....................................................................................................96Article 19 ....................................................................................................96Article 20 ....................................................................................................97Article 21 ....................................................................................................98Article 22 ....................................................................................................99Article 23 ..................................................................................................100Article 24 ..................................................................................................100Article 25 ................................................................................................101Article 26 ..................................................................................................101Article 27 ..................................................................................................102Article 28 ..................................................................................................102Article 29 ..................................................................................................102Article 30 ..................................................................................................103

CHAPTER 4 à Group Covers

AXA_2016_REINSURANCE_GENERAL CONDITIONS_GROUP COVERSAXA_2016_REINSURANCE_GENERAL CONDITIONS_GROUP COVERS


INTRODUCTION



DEFINITIONS







Deductible means the amount of the Ultimate Net Loss retained (or held) by the REINSURED for its own account, as stated in the SPECIAL CONDITIONS, and as more particularly defined in the article “Limit and Deductible” herein. This amount shall be calculated for each and every Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS).

In the Reinsurance Agreement, the terms “Retention”, “Priority” and “Deductible” are synonymous.



















ARTICLE 1






ARTICLE 2





5. The REINSURER agrees to send to the REINSURED its annual accounting report before the 30th September of the year of the Reinsurance Agreement.

ARTICLE 3



ARTICLE 4

Special Acceptances 1. Special Acceptances shall be agreed or refused by the REINSURER. In case of an emergency, the REINSURED may require the REINSURER to agree or refuse the Special Acceptances within 5 (five) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 5 (five) Working Days, the Special Acceptances will be considered as approved by the REINSURER.



3. Any Special Acceptance agreed to by past reinsurers and still in force at the inception of the Reinsurance Agreement shall be covered hereunder, provided such Special Acceptances are declared by the REINSURED.

ARTICLE 5






ARTICLE 6





ARTICLE 7

Ultimate Net Loss 1. «Ultimate Net Loss» means the total amount which the REINSURED has actually paid or becomes liable to pay in settlement of all losses or liabilities arising under and within the terms, conditions and limits of the Policies. This amount shall include any legal costs and expenses of litigation or arbitration, investigation, negotiation, or adjustment expenses such as expert fees, if any award of costs ordered against the REINSURED (including for instance interest allocated for the inexecution of a material obligation, but not punitive damages as a separate head of claim or other obligations outside of the Policies) and professional fees and expenses (excluding salaries of all employees and office expenses of the REINSURED) reasonably incurred in connection therewith.


Recoveries including amounts under other reinsurances, if any, which inure to the benefit of the Reinsurance Agreement shall be first deducted from such amount to result at the amount of liability, attaching hereunder. A list of such inuring other reinsurances will be shown in the SPECIAL CONDITIONS under the paragraph Information, if applicable.




ARTICLE 8


ARTICLE 9


ARTICLE 10



ARTICLE 11

Cash Call 1. Unless otherwise stated in the SPECIAL CONDITIONS, whenever the amount of a loss payment (which the REINSURED has paid) exceeds the Deductible from the ground up and the REINSURED makes a Cash Call request for the excess amount, the REINSURER shall pay that part of the claim equivalent to its proportionate share to the REINSURED, within 15 (fifteen) Working Days upon receipt of such request.


2. At the request of the REINSURED, the REINSURER will pay any amount with regard to a loss payment hereunder which is scheduled to be paid by the REINSURED within the next 15 (fifteen) Working Days, provided that the REINSURED shall support its request for payment with a) claims reports and/or documents with claims details and b) a declaration that loss payment will be made within the next 15 (fifteen) Working Days. The REINSURER will make payment of the sum requested within 10 (ten) Working Days of receipt of the request supported by the required reports and/or documents and declaration.


ARTICLE 12

Notification of Claims 1. Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS, the REINSURED shall give written notice of such claim to the REINSURER immediately on receiving knowledge thereof, and shall thereafter keep the REINSURER fully informed of all significant developments, including supporting document and information in respect of such claim immediately on receiving knowledge thereof.








ARTICLE 13

Accounts and Settlements 1. Unless otherwise stated in the SPECIAL CONDITIONS, the REINSURED will send to the REINSURER an account established in the Currency or Currencies and at the frequency set out in the SPECIAL CONDITIONS as soon as possible, and in any event not later than 4 (four) months after the end of the accounting period (or within a shorter time limit if so stated in the SPECIAL CONDITIONS).




4. All payments shall be made by means of a wire transfer or bank order, the cost of this transfer being payable by the debtor party. Amounts below 100 (one hundred) euros will be reported on the next account.

5. For the part of any outstanding loss, the REINSURED may request the RESINURER to represent its liability in the manner set forth in SPECIAL CONDITIONS under “Representation of Technical Reserves”

ARTICLE 14

Reinsurance Premium The REINSURED shall pay to the REINSURER a Premium as stated in the SPECIAL CONDITIONS. If the Reinsurance Agreement has been arranged on an adjustable premium basis, then as soon as possible after the Expiry Date of the Reinsurance Agreement, the Premium, where applicable, shall be adjusted in accordance with the provisions stated in the SPECIAL CONDITIONS subject to the minimum specified premium where applicable. The payment of any adjustment premium due shall be made by the debtor party forthwith but not later than 3 (three) months after the account has been received by the REINSURER.

ARTICLE 15



3. The REINSURER shall never be liable to pay more than the Limit in respect of any

one Loss Occurrence/ Risk/ Accident Occurrence nor more than that amount plus a multiple of such Limit equivalent to the number of Reinstatements stated in the SPECIAL CONDITIONS in respect of all Loss Occurrences/ Risks/ Accident Occurrences during the Period.


ARTICLE 16



If the REINSURED has to settle a claim in a currency other than the Currency, the amount payable shall be converted at the exchange rate in force in the accounts books of the REINSURED. The part of the settlement not included in the accounts books of the REINSURED will be converted at the monthly average exchange rate of the month in which the claim or event occurs: Reuters exchange rate applicable.

ARTICLE 17

Modifications and 1. Terms and conditions of the Reinsurance Agreement may not be modified, including by Clarifications way of additions, deletions and amendments, unless by addendum to be attached to







ARTICLE 18







ARTICLE 19



ARTICLE 20








Notice of termination shall be given in writing (registered letter, facsimile and any other

means of communication that leaves a permanent record of such communication) and addressed to the head office of the party to receive the notice, or to any other address indicated by such party for that purpose. Such notice is considered served upon dispatch or where communications between the parties are interrupted upon attempted dispatch.










ARTICLE 21








Nothing in this article shall be construed to mean that any party is relieved from performing its obligations under the Reinsurance Agreement as a result of its negligence or other malfeasance, or where non-performance is caused by the usual and natural consequences of external forces or where intervening circumstances are contemplated

ARTICLE 22

Arbitration 1. Whilst any disputes arising out of or in connection with the Reinsurance Agreement fall to be dealt with according to the terms of said Reinsurance Agreement, where any dispute between the parties arising out of or in connection with the Reinsurance Agreement, including formation and validity and whether arising during or after the period of the Reinsurance Agreement has not been settled through negotiation, both parties try in good faith to settle such dispute by nonbinding mediation, before resorting to arbitration in accordance with the provisions of the CEFAREA arbitration rules and the provisions set out below.

2. The party who commences arbitration (hereinafter the « Claimant ») shall give written notice by registered letter, fax or electronic mail, to the other party (hereinafter the «Respondent») of its intention to refer the matter to arbitration. In case of notice by fax or electronic mail, a copy of the notice shall be simultaneously posted by registered letter.

3. This notice shall include or be accompanied by : • The full text of each of the arbitration agreements under which the arbitration is

commenced, • A brief outline of the nature of the dispute referred to arbitration and specifying the type

of relief s ought, • The name of the arbitrator appointed by the Claimant. 4. Within 30 (thirty) days following the notice of arbitration, the Respondent shall notify to

the Claimant by registered letter, fax or electronic mail its own outline of the nature of the dispute, a brief statement of the nature of any counter-claims to be referred to arbitration, together with the name, of the appointed arbitrator. If this response is made by fax or electronic mail, copy of it should be simultaneously posted by registered letter.

5. The Tribunal is composed of three arbitrators. Each party appoints one arbitrator and the two appointed arbitrators shall, before examining the merits of the cause, appoint the third arbitrator who will preside the Tribunal.

6. If the Respondent fails to appoint the arbitrator within 30 (thirty) days as provided, or if the two arbitrators fail to agree on the third arbitrator within a subsequent time period of 30 (thirty) days, the second and/or the third arbitrator shall be appointed by CEFAREA at the request, by registered letter, of either party, such request to be notified simultaneously by registered mail to the other party who may, within 8 (eight) days, submit its observations to CEFAREA.

7. CEFAREA shall notify the appointments of the arbitrators to both parties by registered letter within 10 (ten) days, following the 8 (eight) days period here above mentioned.


8. The Tribunal shall unless the parties agree otherwise consist of persons (including those who have retired) with not less than 10 (ten) years experience of international insurance or reinsurance business as persons engaged in such business or advising such business in a professional capacity.

9. The Tribunal shall be constituted at the date the third arbitrator has accepted its appointment.




10. The place of arbitration shall be Paris. The Tribunal shall decide the language of the arbitration after consideration of the circumstances of the cause.

11. The Tribunal may rule on its own jurisdiction, including any objections with respect to the existence or validity of the arbitration agreement.

12. This arbitration clause which forms part of the Reinsurance Agreement shall be treated as an agreement independent of the other terms of the Reinsurance Agreement. A decision by the Tribunal that the contract is null and void shall not entail the invalidity of the arbitration clause.

13. The Tribunal shall decide as «amiable compositeur» - ex aequo et bono. In all cases, the Tribunal shall decide in accordance with the terms of the contract and shall take into account the usages of the profession. Any decision of the Tribunal shall be made by a majority of the members. If a majority cannot be achieved the decision of the third arbitrator shall prevail.

14. Amiable composition implies that no recourse is available against the award. The parties agree to fulfil promptly the award in its entirety. If either of the parties should fail to carry out the award the other may apply for its enforcement to a court of competent jurisdiction in any country in which the party in default is domiciled or has assets or carries on business.

15. The award shall fix the costs of award and, if appropriate, apportionment between the parties.

ARTICLE 23

Choice of Law and Jurisdiction Subject to the terms of article “Arbitration”, the Reinsurance Agreement shall be governed by the laws and subject to the jurisdiction specified in the SPECIAL CONDITIONS.

ARTICLE 24




ARTICLE 25






ARTICLE 26










ARTICLE 27





ARTICLE 28

Intermediary Both the REINSURED and the REINSURER agree that the broker specified in the SPECIAL CONDITIONS, shall be in charge of the placement of the Reinsurance Agreement.

If no broker has been specified in the SPECIAL CONDITIONS, the placement shall be made by AXA Global P&C S.A.

In any case, once the placement is finalized, all communications (contractual documents, special acceptances, claims) and settlements shall take place directly between the REINSURED and the REINSURER, unless otherwise agreed by the REINSURED and the broker.


ARTICLE 29

Compliance with 1. The REINSURER acknowledges that AXA adheres to certain principles and practices Sustainable Development designed to ensure that AXA does business in a socially responsible manner by Standards promoting sustainable development in its business through commitments towards its

principal stakeholders (clients, suppliers, employees, environment, shareholders and community) as more fully set forth in the AXA Compliance and Ethics Guide published on the AXA website. AXA encourages the REINSURER to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.

2. In addition, as part of AXA’s principles and practices of sustainable development, AXA requires the REINSURER to observe the following three main specific International Labour Organization (ILO) principles: (i) refrain from using, or accepting that their own suppliers and sub-contractors make use of child labour (under 15 years of age) or forced labour; (ii) ensure staff safe and healthy working conditions and environment, respecting individual and collective liberties; and (iii) promote non-discrimination (sex, race, religion or political conviction) as regards staff recruitment and management. For more information, see the ILO website.

ARTICLE 30

Counterparts Provisions 1. The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.



5Annexe Arbitration Models Clauses

ARBITRATION –CEFAREA - CLAUSE ......................................................106ARBITRATION – COMMERCIAL COURT - CLAUSE ................................108ARBITRATION – UNCITRAL - CLAUSE ....................................................110

CHAPTER 4 à Annexe

AXA_2016_REINSURANCE_GENERAL CONDITIONS_GROUP ANNEXEAXA_2016_REINSURANCE_GENERAL CONDITIONS_ANNEXE


ARBITRATION –CEFAREA - CLAUSE

1. Whilst any disputes arising out of or in connection with this Reinsurance Agreement fall to be dealt with according to the terms of said Reinsurance Agreement, where any dispute between the parties arising out of or in connection with this Reinsurance Agreement, including formation and validity and whether arising during or after the period of this Reinsurance Agreement has not been settled through negotiation, both parties try in good faith to settle such dispute by nonbinding mediation, before resorting to arbitration in accordance with the provisions of the CEFAREA arbitration rules and the provisions set out below.

2. The party who commences arbitration (hereinafter the « Claimant ») shall give written notice by registered letter, fax or electronic mail, to the other party (hereinafter the « Respondent») of its intention to refer the matter to arbitration. In case of notice by fax or electronic mail, a copy of the notice shall be simultaneously posted by registered letter.

3. This notice shall include or be accompanied by : • The full text of each of the arbitration agreements under which the arbitration is commenced, • A brief outline of the nature of the dispute referred to arbitration and specifying the type of relief sought, • The name of the arbitrator appointed by the Claimant.

4. Within 30 (thirty) days following the notice of arbitration, the Respondent shall notify to the Claimant by registered letter, fax or electronic mail its own outline of the nature of the dispute, a brief statement of the nature of any counter-claims to be referred to arbitration, together with the name, of the appointed arbitrator. If this response is made by fax or electronic mail, copy of it should be simultaneously posted by registered letter.

5. The Tribunal is composed of three arbitrators. Each party appoints one arbitrator and the two appointed arbitrators shall, before examining the merits of the cause, appoint the third arbitrator who will preside the Tribunal.

6. If the Respondent fails to appoint the arbitrator within 30 (thirty) days as provided, or if the two arbitrators fail to agree on the third arbitrator within a subsequent time period of 30 (thirty) days, the second and/or the third arbitrator shall be appointed by CEFAREA at the request, by registered letter, of either party, such request to be notified simultaneously by registered mail to the other party who may, within 8 (eight) days, submit its observations to CEFAREA.

7. CEFAREA shall notify the appointments of the arbitrators to both parties by registered letter within 10 (ten) days, following the 8 (eight) days period here above mentioned.




10. The place of arbitration shall be Paris. The Tribunal shall decide the language of the arbitration after consideration of the circumstances of the cause.


12. This arbitration clause which forms part of this Reinsurance Agreement shall be treated as an agreement independent of the other terms of this Reinsurance Agreement. A decision by the Tribunal that the contract is null and void shall not entail the invalidity of the arbitration clause.




CHAPTER 4 à Annexe



ARBITRATION – COMMERCIAL COURT - CLAUSE

1. While any disputes arising out of or in connection with this Reinsurance Agreement fall to be dealt with according to the terms of said Reinsurance Agreement, where any dispute between the parties arising out of or in connection with this Reinsurance Agreement, including formation and validity and whether arising during or after the period of this Reinsurance Agreement has not been settled through negotiation, both parties try in good faith to settle such dispute by nonbinding mediation, before resorting to arbitration in accordance with the provisions of the arbitration rules and the provisions set out below.

2. The party who commences arbitration (hereinafter the “Claimant”) shall give written notice by registered letter, fax or electronic mail, to the other party (hereinafter the “Respondent») of his intention to refer the matter to arbitration. In case of notice by fax or electronic mail, a copy of the notice shall be simultaneously posted by registered letter.

This notice shall include or be accompanied by: • The full text of the arbitration agreements under which the arbitration is commenced, • A brief outline of the nature of the dispute referred to arbitration and specifying the type of relief sought, • The name of the arbitrator appointed by the Claimant.

3. Within 30 (thirty) days following the notice of arbitration, the Respondent shall notify to the Claimant by registered letter, fax or electronic mail his own outline of the nature of the dispute, a brief statement of the nature of any counter-claims to be referred to arbitration, together with the name, of the arbitrator he appoints. If this response is made by fax or electronic mail, copy of it should be simultaneously posted by registered letter.

4. The tribunal is composed of 3 (three) arbitrators. Each party appoints 1 (one) arbitrator and the 2 (two) appointed arbitrators shall, before examining the merits of the cause, appoint the third arbitrator who will preside the Tribunal.

5. If the Respondent fails to appoint the arbitrator within 30 (thirty) days as provided, or if the 2 (two) arbitrators fail to agree on the third arbitrator within a subsequent time period of 30 (thirty) days, the second and/or the third arbitrator shall be appointed by the President of the relevant jurisdiction at the request, by registered letter, of either party, such request to be notified simultaneously by registered mail to the other party who may, within 8 (eight) days, submit his observations to the President of the relevant jurisdiction.

6. The President of the relevant jurisdiction shall notify the appointments of the arbitrators to both parties by registered letter within 10 (ten) days, following the 8 (eight) days period here above mentioned.

7. If, once appointed, an arbitrator is unable to perform its functions the substitute arbitrator shall be appointed by the President of the relevant jurisdiction upon the request of either party.



10. The place of arbitration shall be the head office of the REINSURED. The Tribunal shall decide the language of the arbitration after consideration of the circumstances of the cause.


12. This arbitration clause which forms part of this Reinsurance Agreement shall be treated as an agreement independent of the other terms of the Reinsurance Agreement. A decision by the Tribunal that the contract is null and void shall not entail the invalidity of the arbitration clause.




CHAPTER 4 à Annexe



ARBITRATION – UNCITRAL - CLAUSE

1. All matters in difference or in dispute between the parties in relation to this Reinsurance Agreement, including formation and validity, and whether arising before or after termination of this Reinsurance Agreement, shall be referred to an arbitration tribunal in the manner set out below.

2. a) Unless the parties agree upon a single arbitrator within 30 (thirty) days of one receiving a written request from the other for arbitration, the claimant (the party requesting arbitration) shall appoint an arbitrator and give written notice thereof to the respondent. Within 30 (thirty) days of receiving such notice the respondent shall appoint his arbitrator and give written notice thereof to the claimant, failing which the claimant may apply to the appointor hereinafter named to nominate an arbitrator on behalf of the respondent.








6. The arbitration shall take place in the country in which the head office of the REINSURED is situated and the arbitration tribunal shall apply the law of that country as the proper law of this Reinsurance Agreement and of the Arbitration Agreement. In addition, the arbitration tribunal shall observe the customs and practices of the reinsurance business.



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