This page sets out the terms of the Service that we agree to provide to Intermediaries who use our web site. It also sets out your responsibilities as an Intermediary using the Service. Please read it carefully. Please contact us immediately if there is anything in these Terms of Business which you do not understand or with which you disagree.
This site is owned and operated by PointConversion Inc., (“PointConversion”), registered in Canada and whose registered address is PointConversion Inc, 3660 Midland Ave #300, Scarborough, ON M1V 0B8
By using this site as an Intermediary, you accept these terms of business. If you do not accept these terms of business, you must not use the site.
PointConversion may change the terms of business at any time by posting changes on its site. You must review these terms of business regularly to ensure you are aware of any changes made. Your continued use of this site after changes are posted means that you agree to be legally bound by these terms as updated and/or amended.
“Action” – Each of the following are Actions: Click-through to an Intermediary’s website; a Quotation Request sent to an Intermediary; an email to an Intermediary from a Proposer, directly or indirectly;
“Action Costs” – The cost of each individual Action, which varies depending upon which insurance Category the Action relates to as set out on the Web Site and/or in the Intermediary’s on-line account, as varied from time to time;
“Agreement” – The legally binding agreement between PointConversion and the Intermediary as described in these terms and conditions;
“Category” – A type of insurance cover that is offered by an Intermediary to a Proposer. For example, Intermediaries who offer commercial insurance will have Quotation Requests only relevant to this Category sent to them;
“Confidential Information” – Means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by one party to the other party whether before or after the date of this Agreement including, without limitation, information relating to the disclosing party’s business, plans or intentions, service information, know-how, trade secrets, market opportunities and affairs;
“Intellectual Property Rights” – All intellectual property rights of any nature whatsoever, whether registered or unregistered including, without limitation, patents, copyrights, performer’s rights, recording rights, moral rights, trademarks, designs, know-how, database or rights in Confidential Information;
“Law” – Any law, statute, regulation, instruction, guideline or code of conduct having force of law of any governmental or other regulatory authority of competent jurisdiction (including but not limited to any term in any licences issued by any such authority and any data protection requirements) in all cases as amended, replaced and supplemented from time to time;
“Quotation Request” – A Quotation Request is created for an Intermediary when a Proposer completes the appropriate online form that appears for each Category and the Service submits the form to the Intermediary;
“No Obligation Trial” – An agreed period during which time a Intermediary can try the Service with no obligation to pay for that period of service;
“Price” – The total of all Action Costs multiplied by the number of Actions for each Category the Intermediary is listed in during a calendar month;
“Proposer” – Also referred to as “Lead” is a visitor to the Web Site who is typically interested in purchasing Categories or services from an Intermediary;
“Quotation Request” – website-sourced insurance risk information provided by a Proposer that is sent to an Intermediary;
“Service” – The service provided by PointConversion under this Agreement;
“Intermediary” – The natural or legal entity which wishes its details to appear on the Web Site;
“Intermediary Branding” – The only branding of the Intermediary which may appear on the website including without limitation IPR owned or licensed by Intermediary;
“Web Site” – The presence of PointConversion as amended from time to time and identified on the www.PointConversion.ca homepage.
2.0 Obligations of the Intermediary
2.1 To pay the Price at the prevailing rate by cheque, credit card, or by Bank transfer (BACS), in real time, as billed, in arrears to PointConversion. PointConversion will send a real time, as billed, invoice in arrears via email each day. This invoice will vary from day to day based upon the volume of Actions and the number of Categories the Intermediary is receiving.
If the Intermediary does not pay the Price within 10 days of receipt of invoice (the “Due Date”) PointConversion , may (at its sole discretion) do any or all of the following: charge interest at the rate of 3% above the base from Royal bank of Canada from the Due Date until the date of actual payment, terminate this Agreement immediately on written notice to the Intermediary’s given email or postal address or remove the Intermediary from the Web Site without liability to Intermediary.
2.2 To acknowledge that PointConversion retains full editorial control over all website Entries and that PointConversion will own all IPR in and without limitation within the website, save that PointConversion shall not own any Intermediary Branding.
2.3 To ensure that the Intermediary is and remains appropriately authorized by the relevant regulatory body.
2.4 To ensure that Quotation Requests and / or any information about Proposers supplied to the Intermediary under the terms of the Service shall remain confidential and shall not be sold, passed on or used by any third party without the expressed, written agreement of PointConversion. The failure of the Intermediary to comply with this Obligation shall be deemed to be a material breach of this Agreement and subject to a penalty of 100 times x 3.5 the Price of Action.
2.5 To acknowledge that no accuracy or reliability shall be assumed or inferred in respect of any information provided to the Intermediary by PointConversion or by the Service. For the avoidance of doubt, information submitted to the Intermediary by PointConversion, either directly or by Quotation Requests should not be considered by the Intermediary to be a sufficiently accurate or legally binding so as to form the basis of an insurance contract.
2.6 To acknowledge that Quotation Requests should not be considered to be a ‘Statement of Fact’ by the Proposer for the purposes of an insurance contract.
3.0 Obligations of PointConversion
3.1 Subject to reasonably unavoidable downtime of the Web Site, to ensure that each Category requested by the Intermediary features on the Web Site.
4.0 Rights of PointConversion
4.1 The Intermediary grants PointConversion an irrevocable non-exclusive licence throughout the world in perpetuity to publish the Intermediary’s details on the Web Site.
5.0 No obligation trial, cancellation and invalid lead refunds
5.1 At PointConversion’s sole discretion, Intermediaries may be offered a No Obligation Trial of the Service, without incurring any financial cost and without any commitment to continue to use the Service beyond the end of the No Obligation Trial.
Those Intermediaries that agree to continue to use the Service beyond the end of the No Obligation Trial shall be obliged to pay for the Action Costs generated after the completion of the No Obligation Trial.
5.2 By default, the Service will be cancelled by PointConversion upon completion of the No Obligation Trial unless the Intermediary confirms in writing or by email that they wish to continue to use the Service.
5.3 Should an Intermediary wish to continue to use the Service following the completion of its No Obligation Trial, the Intermediary will not be required to pay any Action Costs that occurred during the No Obligation Trial.
5.4 In the event that an Intermediary wishes to terminate this Agreement, they shall provide PointConversion with 5 days’ written notice of cancellation, such notice to take effect 5 days after receipt of such notice by PointConversion . The Intermediary shall continue to be liable for Actions that take place within the 5 days’ notice period, although PointConversion may at its discretion choose to waive the Action Costs.
5.5 Cancellations may only be communicated by email to [email protected] or first class postal letter.
5.6 Subject to Clause 4 above, PointConversion may at its sole discretion remove each of the Intermediary’s Category Entries in the event that Intermediary terminates this Agreement.
5.7 No refunds or credit will be given for any cancellations since payment for Actions is made in arrears unless granted by PointConversion under it’s own discretion.
5.8 Upon completion of the No Obligation Trial or at any time during the provision of the Service, PointConversion reserves the right to request from the Intermediary an initial, non-refundable deposit, to be agreed between the Parties and from which future Action Costs shall be deducted.
5.9 Refunds for invalid leads may be requested by an Intermediary subject to PointConversion’s stated Invalid Lead Refund Policy, which forms part of this Agreement.
6.1The Intermediary warrants that:
6.1.1 It shall provide PointConversion with all assistance PointConversion may require from time to time in connection with the provision of the Service to Intermediary.
6.1.2 It shall accept sole and unequivocal responsibility to ensure that all information, underwriting criteria and relevant risk factors have been provided correctly by the Proposer and verified by the Intermediary in order to provide an insurance or related financial quotation, advice or information to the Proposer.
The Intermediary shall indemnify and hold PointConversion harmless against each loss, liability and cost which PointConversion may incur as a result of any third party claim arising out of or in relation to any breach by Intermediary of any representation, warranty, undertaking or obligation contained in this Agreement (including, without limitation, each loss, liability and cost reasonably incurred as a result of defending or settling a claim alleging such a liability).
8.1 PointConversion may terminate this Agreement with immediate effect by written notice to the Intermediary at any time after the occurrence of any of the following events in relation to the Intermediary:
8.1.1 The Intermediary being in breach of a material obligation under this Agreement and, if the breach is capable of remedy, failing to remedy the breach within 14 days of being required in writing to do so;
8.1.2 The Intermediary passing a resolution for its winding up or a court of competent jurisdiction making an order for the Intermediary’s winding up or dissolution;
8.1.3 The making of an administration order in relation to the Intermediary or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Intermediary; or
8.1.4 The Intermediary making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
8.1.5 As detailed in 2.5, the Intermediary knowingly passes on, sells or allows access to or by a third party to any Proposer’s information provided under the terms of the Service.
Termination of this Agreement shall not affect either party’s accrued rights or obligations or any duties of confidentiality.
9.1 PointConversion does not guarantee that any Actions shall occur in connection with any Category.
9.2 Subject to section 9.3 below, neither party accepts any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any of the following:
(i) Loss of profit or sales;
(ii) Loss of opportunity;
(iii) Loss of turnover;
(iv) Loss of use of any hardware, software or data;
(v) Loss of or damage to business;
(vi) Indirect, special or consequential loss or damage;
And for the purposes of this clause the term “loss” includes a partial loss or reduction in value as well as a complete or total loss.
Subject to clause 9.3 below, PointConversion’s liability under this Agreement to the Intermediary shall be restricted to the total amount paid by the Intermediary to PointConversion in the twelve month period preceding the event which gave rise to the claim.
9.3 Neither party’s liability:
(i) For death or personal injury caused by that party’s negligence or the negligence of that party’s employees or agents;
(ii) For breach of any condition as to title or quiet enjoyment implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;
(iii) For fraudulent misrepresentation;
(iv) For misuse of Confidential Information; or
(v) For any liability which cannot be excluded or limited by applicable law, is excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
9.4 PointConversion shall not be liable for any losses, damage or expenses (including, without limitation, any costs of finding replacement advertising space) suffered or incurred by the Intermediary as a result of the Web Site not being accessible to users of the world wide web for any period of time.
9.5 PointConversion shall not be liable for any delay in or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is due to any cause beyond its reasonable control including but not limited to the acts, defaults or omissions of Intermediary’s or sub-contractors, failure of any telecommunications or power network, war, undeclared hostilities, terrorism, industrial action and acts of God.
9.6 PointConversion does not guarantee or vouch for the accuracy of any information input into the Web Site by a Proposer using the Service.
10.0 Other conditions
10.1 Advertising agencies or other representative agencies shall enter into this Agreement in their own right as principal and not as an agent.
10.2 The positioning of the Category(ies) on the Web Site is to be determined by PointConversion at its sole discretion.
10.3 PointConversion reserves the right to change the price of Action Costs by giving not less than 30 days’ notice to the Intermediary. In the event that year-on-year such price increases are greater than the Canada’s RPI increase for the same period, Intermediary shall have the right to terminate this Agreement upon 30 days’ written notice.
11.1 Each party undertakes to the other: (i) to keep confidential all Confidential Information regarding the other and not to disclose the same in whole or in part to any person (other than any employee, agent, professional advisor or subcontractor having a need to know) without the other’s written consent; and (ii) to use Confidential Information belonging to the other party solely in connection with the performance of their respective obligations under this Agreement.
The provisions of this section shall not apply to any Confidential Information which is already in the public domain, lawfully obtained from a third party free from any duty of confidentiality or which was already in the possession of the receiving party at the time of entering into this Agreement.
12.1 The terms and conditions of this Agreement represent the entire agreement between the parties in relation to the subject matter of this Agreement.
12.2 A delay by either party in exercising any of its rights and remedies shall not constitute a waiver of those rights and remedies unless expressly agreed in writing.
12.3 The invalidity of any term or condition of this Agreement shall not affect the validity of the remainder of this Agreement.
12.4 Nothing in this Agreement shall create a partnership or joint venture between the parties.
12.5 PointConversion may assign or transfer this Agreement to any company or entity. Intermediary may assign or transfer this Agreement subject to obtaining PointConversion prior written approval.
12.6 Unless expressly provided in these terms, no term of this contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
12.7 This Agreement shall be governed by and construed in accordance with Canadian law and the parties submit to the exclusive jurisdiction of the Canadian courts.
13.1 Intermediary agrees to an annual residual payment for each lead provided, in addition to the initial Price, unless the renewal is cancelled by the Intermediary.
13.2 Intermediary agrees to pay PointConversion an annual residual payment for any type of insurance policy sold in addition to the initial lead provided, in addition to the initial Price, to the lead, unless the renewal is cancelled by the Intermediary.