AXA Reinsurance Property & Casualty General Conditions...AXA_2019_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2019_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL 8 AA a E

AXA Global RE2019

AXA Reinsurance

Property & CasualtyGeneral Conditions

Non 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 ......................................................................................................14Article 23 ......................................................................................................16Article 24 ......................................................................................................16Article 25 ......................................................................................................16Article 26 ......................................................................................................19Article 27 ......................................................................................................19Article 28 ......................................................................................................19Article 29 ......................................................................................................20

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CHAPTER 1A à Acceptation Non Proportional

AXA_2019_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2019_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL

4 AXA Global RE à General Conditions book 5

INTRODUCTIONThe 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.

DEFINITIONSThe 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.

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.

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.

Insolvency Event As defined in the special conditions or applicable law.

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 (subject to 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 which originated from exchanges between the parties (an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity) and subject to specific data protection legislation, regulation and principles 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 1General 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 2REINSURER’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 (subject to 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 3Territorial Scope The Territorial Scope of the Reinsurance Agreement is as specified in the SPECIAL

CONDITIONS.

ARTICLE 4Special Acceptances 1. Special Acceptances shall be agreed or refused by the REINSURER 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 5Effective 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 (subject to the SPECIAL CONDITIONS) 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 6Business & 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, arbitration, investigation, negotiation, costs incurred in connection with loss recovery, adjustment 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 8Limit 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 (subject to the SPECIAL CONDITIONS) 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 9Insolvency (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 10Net 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. The REINSURED will send to the REINSURER an account established in the currency

or currencies specified in the SPECIAL CONDITIONS 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 14Reinsurance 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 15Reinstatement(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 SPECIAL CONDITIONS), 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 (subject to the SPECIAL CONDITIONS) 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 16Currency 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 17Modifications 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 18Inspection 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 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 19Delay, 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 20Special 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 (Cut-Off) 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 is subject to an Insolvency Event 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 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.

3. 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.

If the Reinsurance Agreement 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 Agreement 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.

Notice of termination shall be given in writing (registered letter, facsimile, email 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.

In case of an Insolvency Event, the liability of either party shall remain subject to the law applicable to the Reinsurance Agreement.

4. The parties can agree to terminate the Reinsurance Agreement on a commutation basis, and subject to the other terms and conditions of the Reinsurance Agreement. 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 21Extraordinary Event It is agreed between the parties that this article does not apply to Property per Event

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 Reinsurance Premium additional to that specified in the SPECIAL CONDITIONS is payable by the REINSURED 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 notified in a timely manner 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 22Arbitration 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 23Choice 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 24Entire 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 25Data Privacy The parties acknowledge and agree that they: - are each committed to protect Personal Data of natural persons (Data Subjects) in

accordance with applicable laws and regulations (Data Privacy Applicable Laws - e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time);

- are each acting as data controller according to GDPR in respect of the Personal Data that the parties process under this Agreement.

- are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other party in breach with these law and regulation. The REINSURER is aware of its obligations under the Data Privacy Applicable Laws and confirms its compliance with these law and regulation;

- have implemented and will maintain within their organisation policies and technical security measures preventing any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining what are appropriate technical security measures, account shall be taken of the risks presented by accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and

- have fulfilled legal requirements relative to the transfer of such Personal Data.

Personal Data received by the REINSURER from the REINSURED shall not be: - used by the REINSURER other than in connection with performing its obligations

under this Agreement and exercising its rights under this Agreement and/or in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice” (“Agreed Purpose”); or

- commercially exploited by the REINSURER; or - transferred to a third country without the REINSURER having implemented

appropriate safeguards in accordance with the applicable law and regulation (e.g. laws based on European Directive 95/46/CE relating to the processing of Personal Data and / or its replacement Regulation 2016/679 on 25 May 2018 as amended from time to time), unless required to do so by Union or Member State law to which the REINSURER is subject; in such case, the REINSURER shall inform the REINSURED prior to processing, unless the law prohibits such information on the basis of public interest .

Personal Data shall not be transferred to processor or any third party without prior specific or general written authorisation of the REINSURED. It understood however, that transfers within the European Union or to countries subject to an adequacy level of protection recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the REINSURED, consequently no specific or general written authorisation is required. Notwithstanding the foregoing, the REINSURED may at any time request the REINSURER to provide a list of retrocessionaires within the European Union or in countries subject to an adequacy level of protection recognized by of the European Commission (as updated from time to time) (“Authorized Location”) to whom the Personal Data has been transferred.

The REINSURER may engage processor or any third party for carrying out specific activities on behalf of REINSURER, ensuring the same data protection obligations as set out in this Agreement to that other processor or any third party by way of a contract or other legal act under Union or Member State law.

The REINSURER shall permit AXA or its representative the right to audit REINSURER’s Data Privacy compliance with the terms of this clause and shall grant the REINSURED or its representatives such access to its premises to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The REINSURED or its representative may request this audit, on reasonable advance notice.

Without prejudice to the generality of the foregoing, the REINSURED confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of this Agreement and for the purposes of any facultative business and retrocession with the REINSURER.




The reinsured shall forward anonymised data of a “Data Subject” (especially but not limited to policyholder, insured or claimant) to the reinsurer, unless otherwise agreed between the Parties in cases where personal data are necessary for administration, risk management and performance of this reinsurance agreement. Anonymised data means that the data do not allow the reinsurer to identify the Data Subject

The reinsured will support the reinsurer to fulfil the reinsurer’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the reinsurer is required to provide to the Data Subject, and informing the reinsurer about any requests for rectification or deletion.

To the extent permitted by the applicable law, each party shall notify the other party without undue delay upon becoming aware of breaches under this article.

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.

The parties may at any-time request evidence of the other party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either party may also at any time request from the other party a list of all gifts and entertainment and any other benefits in excess of Euros 500 cumulatively, offered or provided by or on behalf of the other party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on its behalf in connection with the Reinsurance Agreement, provided that the Reinsurer maintains such a list in its ordinary course of business. However, the Reinsurer will provide all information which he can provide without a disproportionate expenditure.

Corporate Responsibility The parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group 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 Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.

In addition, as part of the AXA Group’s principles and practices of sustainable development, the AXA Group 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.

Anti-Money Laundering The Reinsured undertakes to ensure that it has in place and will maintain all relevant anti-money laundering and counter-terrorism financing policies and procedures of any jurisdiction applicable to itself and of the AXA Group Standards and Policies. The Reinsurer may at any time request evidence from the Reinsured as to such policies and procedures.

ARTICLE 26Sanctions Subject to any amendment of this clause in the SPECIAL CONDITIONS: No REINSURER shall be deemed to provide cover and no REINSURER shall be liable to

pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

ARTICLE 27Confidentiality 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 28Severability 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 29Counterparts 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.

Proportional General Conditions

Introduction .................................................................................................24Definitions ....................................................................................................24Article 1 .........................................................................................................26Article 2 .........................................................................................................26Article 3 .........................................................................................................26Article 4 .........................................................................................................27Article 5 .........................................................................................................27Article 6 .........................................................................................................27Article 7 ........................................................................................................28Article 8 .........................................................................................................28Article 9 .........................................................................................................28Article 10 ......................................................................................................28Article 11 .....................................................................................................29Article 12 .....................................................................................................29Article 13 .....................................................................................................29Article 14 ......................................................................................................29Article 15 ......................................................................................................30Article 16 ......................................................................................................30Article 17 ......................................................................................................31Article 18 ......................................................................................................31Article 19 ......................................................................................................31Article 20 ......................................................................................................31Article 21 ......................................................................................................32Article 22 ......................................................................................................32Article 23 ......................................................................................................33Article 24 ......................................................................................................34Article 25 ......................................................................................................35Article 26 ......................................................................................................36Article 27 ......................................................................................................38Article 28 ......................................................................................................38Article 29 ......................................................................................................38Article 30 ......................................................................................................39Article 31 ......................................................................................................39

1b

CHAPTER 1B à Acceptation Proportional

AXA_2019_REINSURANCE_GENERAL CONDITIONS_PROPORTIONALAXA_2019_REINSURANCE_GENERAL CONDITIONS_PROPORTIONAL









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 1General 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 2REINSURER’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 3Territorial Scope The Territorial Scope of the Reinsurance Agreement is as specified in the

SPECIAL CONDITIONS.




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



SPECIAL CONDITIONS.



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 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 8Loss 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 9Premium 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 10Losses 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 14Cash 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 15Notification of Claims 1. Where a claim equals or exceeds the threshold specified in the SPECIAL CONDITIONS,



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 16Accounts and Settlements 1. The REINSURED will send to the REINSURER an account established in the currency or

currencies specified in the SPECIAL CONDITIONS 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).





ARTICLE 17Bordereaux 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 19Modifications 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 the


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 22Special 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.



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 article “Severability”.



3. 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.

If the Reinsurance Agreement 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.





ARTICLE 23Extraordinary 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.





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 notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.






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 25Choice 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.










Personal Data received by the REINSURER from the REINSURED shall not be: - used by the REINSURER other than in connection with performing its obligations under

this Agreement and exercising its rights under this Agreement and/or in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice” (“Agreed Purpose”); or

- commercially exploited by the REINSURER; or - transferred to a third country without the REINSURER having implemented appropriate

safeguards in accordance with the applicable law and regulation (e.g. laws based on European Directive 95/46/CE relating to the processing of Personal Data and / or its replacement Regulation 2016/679 on 25 May 2018 as amended from time to time), unless required to do so by Union or Member State law to which the REINSURER is subject; in such case, the REINSURER shall inform the REINSURED prior to processing, unless the law prohibits such information on the basis of public interest .








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.




















ARTICLE 30Confidentiality 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 20 of the Reinsurance Agreement, shall be considered as being confidential (hereinafter referred to as “the Confidential Information”).




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.






2a General Conditions Broker Non Proportional

Introduction .................................................................................................42Definitions ....................................................................................................42Article 1 .........................................................................................................44Article 2 .........................................................................................................44Article 3 .........................................................................................................44Article 4 .........................................................................................................45Article 5 .........................................................................................................45Article 6 .........................................................................................................45Article 7 ........................................................................................................46Article 8 .........................................................................................................46Article 9 .........................................................................................................46Article 10 ......................................................................................................47Article 11 .....................................................................................................47Article 12 .....................................................................................................47Article 13 .....................................................................................................48Article 14 ......................................................................................................48Article 15 ......................................................................................................49Article 16 ......................................................................................................49Article 17 ......................................................................................................49Article 18 ......................................................................................................50Article 19 ......................................................................................................50Article 20 ......................................................................................................51Article 21 ......................................................................................................52Article 22 ......................................................................................................52Article 23 ......................................................................................................54Article 24 ......................................................................................................54Article 25 ....................................................................................................54Article 26 ......................................................................................................57Article 27 ......................................................................................................57Article 28 ......................................................................................................58Article 29 ......................................................................................................58Article 30 ......................................................................................................58

CHAPTER 2A à Broker Non Proportional

AXA_2019_REINSURANCE_GENERAL CONDITIONS_ BROKER_NON PROPORTIONAL AXA_2019_REINSURANCE_GENERAL CONDITIONS_BROKER_NON PROPORTIONAL










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.

























ARTICLE 2REINSURER’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 (subject to the SPECIAL CONDITIONS) during the Period.





CONDITIONS.







SPECIAL CONDITIONS.











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, arbitration, investigation, negotiation, costs incurred in connection with loss recovery, adjustment 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 8Limit 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 (subject to the SPECIAL CONDITIONS) 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 9Insolvency 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.





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.









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. The REINSURED will send to the REINSURER an account established in the currency or





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 14Reinsurance 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.


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 SPECIAL CONDITIONS) 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.


3. The REINSURER shall never be liable to pay more than the Limit in respect of any one Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) 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.



























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”.






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.

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.







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:


Should the ‘Extraordinary Event’ occur within 30 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.



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 notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.







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 23Choice 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 25 Data Privacy The parties acknowledge and agree that they: - are each committed to protect Personal Data of natural persons (Data Subjects) in




- have implemented and will maintain within their organisation policies and technical security measures preventing any breaches (e.g. of confidentiality) by their officers, representatives, employees or any other third party acting on their behalf. In determining

what are appropriate technical security measures, account shall be taken of the risks presented by accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data transmitted, stored or otherwise processed; and
















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. The parties may at any-time request evidence of the other party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either party may also at any time request from the other party a list of all gifts and entertainment and any other benefits in excess of Euros 500 cumulatively, offered or provided by or on behalf of the other party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on its behalf in connection with the Reinsurance Agreement, provided that the Reinsurer maintains such a list in its ordinary course of business. However, the Reinsurer will provide all information which he can provide without a disproportionate expenditure.

Corporate Responsability The parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure that the AXA Group 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 Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.



















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 30Intermediary 1. Both the REINSURED and the REINSURER agree that the broker, specified in the

SPECIAL CONDITIONS, is hereby recognized as the Intermediary negotiating this Reinsurance Agreement for all Business hereunder. Unless otherwise agreed between the REINSURED and the broker and communicated to the REINSURER, all communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the REINSURED or the REINSURER through the Intermediary.

2b General Conditions Broker Proportional

Introduction .................................................................................................62Definitions ....................................................................................................62Article 1 .........................................................................................................64Article 2 .........................................................................................................64Article 3 .........................................................................................................64Article 4 .........................................................................................................65Article 5 .........................................................................................................65Article 6 .........................................................................................................65Article 7 ........................................................................................................66Article 8 .........................................................................................................66Article 9 .........................................................................................................66Article 10 ......................................................................................................67Article 11 .....................................................................................................67Article 12 .....................................................................................................67Article 13 .....................................................................................................67Article 14 ......................................................................................................67Article 15 ......................................................................................................68Article 16 ......................................................................................................68Article 17 ......................................................................................................69Article 18 ......................................................................................................69Article 19 ......................................................................................................69Article 20 ......................................................................................................70Article 21 ......................................................................................................70Article 22 ......................................................................................................70Article 23 ......................................................................................................71Article 24 ......................................................................................................72Article 25 ......................................................................................................74Article 26 ......................................................................................................76Article 27 ......................................................................................................76Article 28 ......................................................................................................76Article 29 ......................................................................................................77Article 30 ......................................................................................................77Article 31 ......................................................................................................78Article 32 ......................................................................................................78

CHAPTER 2B à Broker Proportional

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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 1General 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 2REINSURER’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.


CONDITIONS.







SPECIAL CONDITIONS.



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 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 8Loss 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 9Premium 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 10Losses 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 14Cash 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

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.


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 16Accounts and Settlements 1. The REINSURED will send to the REINSURER an account established in the currency or






ARTICLE 17Bordereaux 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.



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.



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.


















a) If the other party is subject to an Insolvency Event or is unable to pay its debt 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) 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.








4. The parties can agree to terminate the Reinsurance Agreement on a commutation basis, and subject to the other terms and conditions of the Reinsurance Agreement.

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 23Extraordinary Event In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary


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.


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 in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.





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.



















Personal Data received by the REINSURER from the REINSURED shall not be: - used by the REINSURER other than in connection with performing its obligations

under this Agreement and exercising its rights under this Agreement and/or in accordance with the purposes set out in the privacy notice of the REINSURER in accordance with Article 14 GDPR “Privacy Notice” (“Agreed Purpose”); or

- commercially exploited by the REINSURER; or - transferred to a third country without the REINSURER having implemented

appropriate safeguards in accordance with the applicable law and regulation (e.g. laws based on European Directive 95/46/CE relating to the processing of Personal Data and / or its replacement Regulation 2016/679 on 25 May 2018 as amended from time to time), unless required to do so by Union or Member State law to which the REINSURER is subject; in such case, the REINSURER shall inform the REINSURED prior to processing, unless the law prohibits such information on the basis of public interest .

















ARTICLE 26Sanctions Subject to any amendment of this clause in the SPECIAL CONDITIONS: No REINSURER shall be deemed to provide cover and no REINSURER shall be liable

to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that REINSURER to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

ARTICLE 27Choice 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 32Intermediary 1. Both the REINSURED and the REINSURER agree that the broker, specified in the


General Conditions Retrocession

Introduction .................................................................................................821. Preamble ..................................................................................................822. Special Acceptances ..............................................................................823. Several Liability (LMA 3333 amended version) ...............................834. Net Retained Lines .................................................................................835. Retrocession Deduction .......................................................................836. Retrocession Premium ..........................................................................837. Accounts – Settlements ........................................................................848. Loss Portfolio Entry and Withdrawal (only applicable to proportional treaties) .........................................849. Cash Call ..................................................................................................8510. Inspection of Records .........................................................................8511. Delay, Errors and Omissions .............................................................8612. Notice of Claims – Claim Settlement ..............................................8613. Modifications and Clarifications .......................................................8614. Offset of balances ................................................................................8715. Special Termination .............................................................................8716. Extraordinary Event .............................................................................8817. Arbitration .............................................................................................8818. Choice of Law and Jurisdiction .........................................................9019. Confidentiality ......................................................................................9020. Data Privacy – Anti-Bribery ...............................................................9021. Sanctions ...............................................................................................9222. Entire Agreement .................................................................................9223. Severability ............................................................................................9324. Intermediary Clause (If applicable) ...................................................9325. Intermediary Clause (If applicable) ...................................................93

3

CHAPTER 3 à Retrocession

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INTRODUCTIONThe 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. PREAMBLEWhereas:

(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 ACCEPTANCES2.1. If so stated in the COVER NOTE, Special Acceptances shall be agreed or refused by the Leading

RETROCESSIONAIRE(S)within 5 (five) Working Days from the receipt of the request. Special Acceptances so agreed will be binding upon all retrocessionaires who participate in the Underlying Reinsurance Agreement. 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. In case of an emergency, the RETROCEDENT may require the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S) to agree or refuse the Special Acceptances within 3 (three) Working Days from the receipt of the RETROCEDENT’s request. If no response, of any kind, has been received by the RETROCEDENT within these 3 (three) Working Days, the Special Acceptances will be considered as approved by the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S).

If the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S) judge that more information is necessary to agree or refuse the Special Acceptances, the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S) may request reasonable additional information, in order to agree or refuse the Special Acceptances within 2 (two) Working Days from the receipt of the RETROCEDENT’s reasonable additional information.

If no response, of any kind, has been received by the RETROCEDENT within these 2 (two) Working Days, after the reasonable additional information were provided, the Special Acceptances will be considered as approved by the Leading RETROCESSIONAIRE(S) or each RETROCESSIONAIRE(S).

2.4. Any Special Acceptance agreed to by past RETROCESSIONAIRE(S) 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 DEDUCTION5.1. A Retrocession Deduction is payable.

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

6. RETROCESSION PREMIUM6.1. 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 – SETTLEMENTS7.1. 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. LOSS PORTFOLIO ENTRY AND WITHDRAWAL (ONLY APPLICABLE TO PROPORTIONAL TREATIES)

8.1. The RETROCEDENT reserves the right to proceed to adjustment of the amount transferred if the eventual adjusted amount deviates by at least 10% from the original reported amount. Such exceptional adjustment will be subject to approval of the designated Leading RETROCESSIONAIRE for both the outgoing and the incoming loss portfolios. Approval by the debiting party shall not be unreasonably withheld.

8.2. Approval by the respective Leading RETROCESSIONAIRE will be binding over all RETROCESSIONAIRES. Subject to having developed all best efforts to facilitate such approval, the RETROCEDENT shall in no circumstance be prejudiced by the failure of the respective Leading RETROCESSIONAIRE to agree, meaning that the initial portfolio transfer will hence be deemed as full and final and binding to RETROCESSIONAIRES in spite of the actual deviation.

9. CASH CALL 9.1. 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.

9.2. 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.

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

10. INSPECTION OF RECORDS10.1. 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 information, unless authorized by the RETROCEDENT which relate to the business covered under the Retrocession Agreement.

10.2. 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 10.1.

10.3. 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.

10.4. 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.

10.5. 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.

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

10.7. 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.




11. DELAY, ERRORS AND OMISSIONS11.1. 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.

11.2. 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.

12. NOTICE OF CLAIMS – CLAIM SETTLEMENT12.1. 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.

12.2. 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 12.1. and 12.2., 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.

12.3. 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.

12.4. 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.

12.5. 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.

13. MODIFICATIONS AND CLARIFICATIONS13.1. 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.

13.2. 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.

13.3. 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.

13.4. 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.

14. OFFSET OF BALANCES Either party may at its discretion set off against any amounts due to the other party under the Retrocession

Agreement.

15. SPECIAL TERMINATION15.1. 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.

15.2. In any case, the Retrocession Agreement may be terminated (Cut-Off) 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 is subject to an Insolvency Event 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, email 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.




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

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

If the Retrocession Agreement is 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.


In case of an Insolvency Event, the liability of either party shall remain subject to the law applicable to the Retrocession Agreement.

15.4. The parties can agree to terminate the Retrocession Agreement on a commutation basis, and subject to the other terms and conditions of the Retrocession Agreement. It is understood and agreed that the RETROCESSIONAIRE shall be fully and finally released of its liability under the Retrocession Agreement against payment of any outstanding balances.

15.5. 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.

16. 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.

17. ARBITRATION17.1. 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.

17.2. 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.

17.3. 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.

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

17.5. 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.

17.6. 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.

17.7. 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.

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

17.9. 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.

17.10. 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.




18. CHOICE OF LAW AND JURISDICTION Subject to the terms of paragraph 17, the Retrocession Agreement shall be governed by the laws and be subject

to the jurisdiction of France.

19. CONFIDENTIALITY19.1. 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”).

19.2. 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.

19.3. 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.

19.4. 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.

19.5. 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.

20. DATA PRIVACY – ANTI-BRIBERY20.1. Data Privacy The parties acknowledge and agree that they: - are each committed to protect Personal Data of natural persons (Data Subjects) in accordance with applicable

laws and regulations (Data Privacy Applicable Laws - e.g. laws based on European Directive 95/46/CE as amended and / or its replacement Regulation 2016/679 on 25 May 2018 (GDPR) as amended from time to time);


- are compliant with the Data Privacy Applicable Laws and shall under no circumstances make the other party in breach with these law and regulation. The RETROCESSIONAIRE is aware of its obligations under the Data Privacy Applicable Laws and confirms its compliance with these law and regulation;



Personal Data received by the RETROCESSIONAIRE from the RETROCEDENT shall not be: - used by the RETROCESSIONAIRE other than in connection with performing its obligations under this Agreement

and exercising its rights under this Agreement and/or in accordance with the purposes set out in the privacy notice of the RETROCESSIONAIRE in accordance with Article 14 GDPR “Privacy Notice” (“Agreed Purpose”); or

- commercially exploited by the RETROCESSIONAIRE; or - transferred to a third country without the RETROCESSIONAIRE having implemented appropriate safeguards

in accordance with the applicable law and regulation (e.g. laws based on European Directive 95/46/CE relating to the processing of Personal Data and / or its replacement Regulation 2016/679 on 25 May 2018 as amended from time to time), unless required to do so by Union or Member State law to which the RETROCESSIONAIRE is subject; in such case, the RETROCESSIONAIRE shall inform the RETROCEDENT prior to processing, unless the law prohibits such information on the basis of public interest .

Personal Data shall not be transferred to processor or any third party without prior specific or general written authorisation of the RETROCEDENT. It understood however, that transfers within the European Union or to countries subject to an adequacy level of protection recognized by the European Commission (as updated from time to time) (“Authorized Location”) for the purposes of retrocession are considered as already accepted by the RETROCEDENT, consequently no specific or general written authorisation is required. Notwithstanding the foregoing, the RETROCEDENT may at any time request the RETROCESSIONAIRE to provide a list of retrocessionaires within the European Union or in countries subject to an adequacy level of protection recognized by of the European Commission (as updated from time to time) (“Authorized Location”) to whom the Personal Data has been transferred.

The RETROCESSIONAIRE may engage processor or any third party for carrying out specific activities on behalf of RETROCESSIONAIRE, ensuring the same data protection obligations as set out in this Agreement to that other processor or any third party by way of a contract or other legal act under Union or Member State law.

The RETROCESSIONAIRE shall permit AXA or its representative the right to audit RETROCESSIONAIRE’s Data Privacy compliance with the terms of this clause and shall grant the RETROCEDENT or its representatives such access to its premises to get adequate information, reasonable assistance (including records, files and facilities) as may be needed to fully and promptly carry out the audit. The RETROCEDENT or its representative may request this audit, on reasonable advance notice.

Without prejudice to the generality of the foregoing, the RETROCEDENT confirms that it has obtained and undertakes that it will obtain on a continuing basis all requisite consents from the Data Subjects both for its own compliance purposes, for the purposes of this Agreement and for the purposes of any facultative business and retrocession with the RETROCESSIONAIRE.

The RETROCEDENT shall forward anonymised data of a “Data Subject” (especially but not limited to policyholder, insured or claimant) to the RETROCESSIONAIRE, unless otherwise agreed between the Parties in cases where personal data are necessary for administration, risk management and performance of this reinsurance agreement. Anonymised data means that the data do not allow the RETROCESSIONAIRE to identify the Data Subject

The RETROCEDENT will support the RETROCESSIONAIRE to fulfil the RETROCESSIONAIRE’s obligations under the GDPR towards the Data Subject without undue delay, including but not limited to providing the Data Subject with the information the RETROCESSIONAIRE is required to provide to the Data Subject, and informing the RETROCESSIONAIRE about any requests for rectification or deletion.





20.2. 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.

The parties may at any-time request evidence of the other party’s compliance with its obligations under this article. To the extent permitted by the applicable law, either party may also at any time request from the other party a list of all gifts and entertainment and any other benefits in excess of Euros 500 cumulatively, offered or provided by or on behalf of the other party to officers, employees, affiliates, agents, subcontractors, or any other third party acting on its behalf in connection with the Retrocession Agreement. provided that the Reinsurer maintains such a list in its ordinary course of business. However, the Reinsurer will provide all information which he can provide without a disproportionate expenditure.

20.3. Corporate Responsibility The parties acknowledge that the AXA Group adheres to certain principles and practices designed to ensure

that the AXA Group 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 Group Compliance and Ethics Guide published on the AXA Group website. The AXA Group encourages the parties to be socially and environmentally responsible and, in particular, seeks open dialogue on these issues.


21. SANCTIONS Subject to any amendment of this clause in the SPECIAL CONDITIONS: No RETROCESSIONAIRE shall be deemed to provide cover and no RETROCESSIONAIRE shall be liable to pay

any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose that RETROCESSIONAIRE to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

22. ENTIRE AGREEMENT22.1. 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.

22.2. 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.

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

23. 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.


24. INTERMEDIARY CLAUSE (IF APPLICABLE) Both the RETROCEDENT and the RETROCESSIONAIRE agree that the broker, specified in the COVER NOTE is

hereby recognized as the Intermediary negotiating this Retrocession Agreement for all Business hereunder. Unless otherwise agreed between the RETROCEDENT and the broker and communicated to the RETROCESSIONAIRE, all communications (including but not limited to notices, statements, premium, return premium, commissions, taxes, losses, loss adjustment expense, salvages and loss settlements) relating thereto shall be transmitted to the RETROCEDENT or the RETROCESSIONAIRE through the Intermediary.

25. CHINESE WALL CLAUSE25.1 The RETROCESSIONAIRE engaged or belonging to a group engaged, directly or indirectly, in insurance activities

shall implement a set of politics, processes and IT measures hereafter called “Chinese wall”, to assure a strict separation between its reinsurance and insurance activities.

On request by the RETROCEDENT the RETROCESSIONAIRE will provide the RETROCEDENT with a document to describe its Chinese wall policy.

25.2 This Chinese wall shall ensure at least that: - The RETROCESSIONNAIRE reinsurance and insurance activities are performed by clearly distinct departments

and employees;

- The RETROCESSIONNAIRE organization avoids any conflict of interests for employees between the reinsurance and insurance activities;

- The RETROCESSIONNAIRE reinsurance and insurance activities are separated by a clear IT wall to prevent the RETROCESSIONNAIRE and affiliates’ employees engaged in insurance activities from accessing to the RETROCEDENT confidential information;

- The RETROCESSIONNAIRE and affiliates employees are fully aware of and apply the confidentiality obligations in respect of Chinese wall.

General Conditions Group Covers

Introduction .................................................................................................96Definitions ....................................................................................................96Article 1 .........................................................................................................98Article 2 .........................................................................................................98Article 3 .........................................................................................................98Article 4 .........................................................................................................99Article 5 .........................................................................................................99Article 6 ...................................................................................................... 100Article 7 ..................................................................................................... 100Article 8 ...................................................................................................... 101Article 9 ...................................................................................................... 101Article 10 ................................................................................................... 101Article 11 .................................................................................................. 101Article 12 .................................................................................................. 102Article 13 .................................................................................................. 102Article 14 ................................................................................................... 103Article 15 ................................................................................................... 103Article 16 ................................................................................................... 103Article 17 ................................................................................................... 104Article 18 ................................................................................................... 104Article 19 ................................................................................................... 105Article 20 ................................................................................................... 105Article 21 ................................................................................................... 106Article 22 ................................................................................................... 107Article 23 ................................................................................................... 108Article 24 ................................................................................................... 108Article 25 ................................................................................................. 109Article 26 ................................................................................................... 111Article 27 ................................................................................................... 111Article 28 ................................................................................................... 112Article 29 ................................................................................................... 112Article 30 ................................................................................................... 112Article 31 Several Liability (LMA 3333 amended version) ............. 112Article 32 Chinese Wall .......................................................................... 113

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CHAPTER 4 à Group Covers

AXA_2019_REINSURANCE_GENERAL CONDITIONS_GROUP COVERSAXA_2019_REINSURANCE_GENERAL CONDITIONS_GROUP COVERS










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












Risk The Reinsured shall be the sole judge as to what constitutes any one Risk.














ARTICLE 2REINSURER’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 (subject to the SPECIAL CONDITIONS) during the Period.




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


CONDITIONS.


ARTICLE 4Special Acceptances 1. Special Acceptances shall be agreed or refused by the REINSURER 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. Special Acceptances classified and submitted as urgent by the REINSURED shall be agreed or refused by the REINSURER within 3 (three) Working Days from the receipt of the REINSURED’s request. If no response, of any kind, has been received by the REINSURED within these 3 (three) Working Days, the Special Acceptances will be considered as approved by the REINSURER.

If the REINSURER judges that more information is necessary, in order to agree or refuse the Special Acceptances, the REINSURER may request reasonable additional information to agree or refuse the Special Acceptances within 2 (two) Working Days from the receipt of the REINSURED’s reasonable additional information.

If no response, of any kind, has been received by the REINSURED within these 2 (two) Working Days, after the reasonable additional information were provided the Special Acceptances will be considered as approved by the Leading REINSURER.




SPECIAL CONDITIONS.




5. If the Reinsurance Agreement expires or is terminated while one or more Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) 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.




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, arbitration, investigation, negotiation, costs incurred in connection with loss recovery, adjustment 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 8Limit 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 (subject to the SPECIAL CONDITIONS) 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 9Insolvency 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.





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.






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. The REINSURED will send to the REINSURER an account established in the currency

or currencies specified in the SPECIAL CONDITIONS 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 14Reinsurance 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.


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 SPECIAL CONDITIONS), 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.


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

Loss Occurrence/ Risk/ Accident Occurrence (subject to the SPECIAL CONDITIONS) 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.





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 17Modifications 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 the





4. All modifications and clarifications to the Reinsurance Agreement shall be agreed by the Leading REINSURER(s) or the Referent REINSURER(s) only to be binding for all REINSURER(s).














a) If the other party is subject to an Insolvency Event 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”.




3. 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.






Notice of termination shall be given in writing (registered letter, facsimile , email 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.

In case of an Insolvency Event, the liability of either party shall remain subject to the lax applicable to the Reinsurance Agreement.



Excess of Loss Reinsurance Agreements. In the event of an ‘Extraordinary Event’ if, and only if, as a direct result of the ‘Extraordinary


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 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.



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 notified in a timely manner of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.


ARTICLE 22Arbitration 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 23Choice 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 25 Data Privacy The parties acknowledge and agree that they: - are each committed to protect Personal Data of natural persons (Data Subjects) in





































ARTICLE 28Severability 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:




ARTICLE 29Intermediary Both the REINSURED and the REINSURER agree that the broker, specified in the


ARTICLE 30Counterparts Provisions 1. The Reinsurance Agreement may be executed in 2 (two) or more counterparts, each of




ARTICLE 31 1. The liability of a REINSURER under the Reinsurance Agreement is several and not joint

with other REINSURERS party to the Reinsurance Agreement. The REINSURER is liable only for the proportion of liability it has underwritten. The REINSURER is not jointly liable for the proportion of liability underwritten by any other REINSURER. Nor is the REINSURER otherwise responsible for any liability of any other REINSURER that may underwrite the Reinsurance Agreement.

2. In case of a Lloyds syndicate, each member of the syndicate (rather than the syndicate itself) is a REINSURER. 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 REINSURER that may underwrite the Reinsurance Agreement.

ARTICLE 32 1. The REINSURER engaged or belonging to a group engaged, directly or indirectly, in

insurance activities shall implement a set of politics, processes and IT measures hereafter called “Chinese wall”, to assure a strict separation between its reinsurance and insurance activities.

On request by the REINSURED the REINSURER will provide the REINSURED with a document to describe its Chinese wall policy.

2. This Chinese wall shall ensure at least that: - The REINSURER reinsurance and insurance activities are performed by clearly distinct

departments and employees;

- The REINSURER organization avoids any conflict of interests for employees between the reinsurance and insurance activities;

- The REINSURER reinsurance and insurance activities are separated by a clear IT wall to prevent the REINSURER and affiliates’ employees engaged in insurance activities from accessing to the REINSURED confidential information;

- The REINSURER and affiliates employees are fully aware of and apply the confidentiality obligations in respect of Chinese wall.

Annexe Arbitration Models Clauses

ARBITRATION –CEFAREA - CLAUSE ................................................. 116ARBITRATION – COMMERCIAL COURT - CLAUSE ...................... 118ARBITRATION – UNCITRAL - CLAUSE ............................................. 120

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AXA_2019_REINSURANCE_GENERAL CONDITIONS_GROUP ANNEXEAXA_2019_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.




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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.




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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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AXA Reinsurance Property & Casualty General Conditions...AXA_2019_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL AXA_2019_REINSURANCE_GENERAL CONDITIONS_NON PROPORTIONAL 8 AA a E