This document sets out the terms and conditions on which we will do business with you via the secure element of our website www.uinsure.co.uk (the “Secure Site”). Please read these terms and conditions carefully before accessing the Secure Site as they contain important terms governing our legal relationship. Your attention is drawn in particular to clauses 5.3, 6, 7, 10, 11, 17.3 and 19.
By accessing the Secure Site, you agree to be bound by these terms and conditions.
You should print or download a copy of these terms and conditions for future reference (although it should be noted that we have the right to revise and amend these terms and conditions from time to time and your attention is drawn to the provisions of clause 4.2 in this regard).
1. INFORMATION ABOUT US
1.1 www.uinsure.co.uk is a site operated by Uinsure Limited (“we”). We are registered in England and Wales under company number 06046870. Our registered office is Uinsure Limited, 8 St John Street, Manchester, M3 4DU. Our main trading address is Lowry House, 17 Marble Street, Manchester, M2 3AW.
1.2 We are authorised and regulated by the Financial Conduct Authority (the “FCA”) and are registered in the FCA register with the following registration number 463689. This can be confirmed at www.fca.org.uk/register.
1.3 Should you wish to contact us please refer to the Contact Us page.
Agreement: the contract between us and you formed on these terms and conditions (as they may be revised and amended as referred to in clause 4.2) (and these terms and conditions shall be construed accordingly);
Applicable Laws: regulations, rules, duties and obligations which apply to, or are relevant in connection with, the Agreement, in particular the FSMA, the RAO and the principles, rules, guidance and evidential provisions contained in the FCA Handbook, as amended or replaced from time to time;
Applicant: a person or persons whose Application in relation to any Insurance Contract is sent to us by you;
Application: any application in relation to an Insurance Contract that you send
to us for onward transmission to an Insurer through the System;
Authorised Person: An individual who holds Permissions under FSMA
Business Day: in relation to anything done or to be done in any part of the United Kingdom, any day except a Saturday, Sunday or public holiday;
FCA: Financial Conduct Authority;
FCA Handbook: the FCA's handbook of rules and guidance, as amended or replaced from time to time;
FSMA: the Financial Services and Markets Act 2000;
General Prohibition: as set out in FSMA section 19;
Insurance Contract: contracts of insurance which are general insurance contracts or pure protection contracts but which are not long- term care insurance contracts
Insurer: an insurance provider who uses the System to provide Quotations and confirm provision of Insurance Contracts;
Intermediary: an Authorised Person;
Insurance Mediation Activity: activity as defined in FCA Handbook PERG 5.16;
Liability: any loss, liability, cost, charge, damage, expense (including reasonable legal fees), action, proceeding, claim or demand (including taxation);
Permission(s): a permission granted under Part IV FSMA to carry on regulated activities;
Personnel: directors, employees, contract staff and independent contractors engaged to fulfil your duties in connection with the Agreement;
Quotation: a price quoted by an Insurer for an Insurance Contract based on the information provided to you by the relevant Applicant and by you to the Insurer through the System;
RAO: Regulated Activities Order;
Request for Quotation: a request for a Quotation sent by you to us for onward transmission to an Insurer through the System;
Start Date: the start date of the Agreement, such date being the date on which you receive the application acceptance email from us as referred to in clause 3;
System: the web portal known as Uinsure which may be accessed on-line via
the Secure Site pursuant to these terms and conditions for the obtaining of Quotations and, if a Quotation is acceptable to the Applicant concerned, through which the relevant Insurer is able to confirm provision of the Insurance Contract for which the Quotation was provided;
Unearned Commission: in relation to the commission paid by us to you in respect of an Insurance Contract which is cancelled by the Applicant for any reason prior to expiry of the period of cover under such Insurance Contract, that portion of such commission which the Insurer’s time on risk under the relevant Insurance Contract bears to the period of cover such Insurance Contract would have afforded had it not been cancelled;
Unrecovered Fees: Amounts owed by the Applicant in relation to an Insurance Contract or any related finance agreement thereon;
We, us and our : Uinsure Limited
You, your and yourself : the sole trader, partnership or limited company named on the agreement.
2.2 In these terms and conditions words and expressions which are not defined in clause 2.1 will have the same meanings as they have for the purposes of the Glossary to the FCA Handbook.
2.3 The Interpretation Act 1978 applies to these terms and conditions in the same way as it applies to an enactment.
2.4 Any reference in these terms and conditions to any legislation or legislative provision, whether enacted in the United Kingdom, the European Community or elsewhere, includes that provision as modified or re-enacted whether before or after the Start Date (so far as the modification or re-enactment applies or is capable of applying to these terms and conditions) and any subordinate legislation made from time to time under that provision, and any reference to these terms and conditions means these terms and conditions as modified or varied and includes any supplemental agreements entered into between us and you.
3. HOW THE CONTRACT IS FORMED BETWEEN US AND YOU
After filling out your details on the registration form page, you will receive an email from us acknowledging your registration. Please note that this does not mean that your registration has been accepted. Your registration constitutes an offer to us to be provided with access to the secure element of the Secure Site on these terms and conditions. All registrations are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that you will be granted
access to the secure element of the Secure Site and provides you with a system access code. The contract between us and you will only be formed when we send you the application acceptance email.
4. START AND TERM; AMENDMENT
4.1 These terms and conditions will apply from the Start Date and thereafter shall continue as amended from time to time by us subject to clause 16.
4.2 We have the right to revise and amend these terms and conditions from time to time. It remains your responsibility to access and check these terms and conditions whenever you access the Site. The latest version of these terms and conditions will govern usage by you of the Site and the terms on which we do business with you.
5. SCOPE; SYSTEM ACCESS
5.1 From the Start Date, we shall provide you with access to the System on the basis of these terms and conditions.
5.2 The System will permit you to obtain Quotations and confirmation from Insurers that they have bound Insurance Contracts for which Quotations have been provided. If a Quote is not provided by any Insurer in response to a Request for Quotation, the Request for Quotation may be referred to Bluedrop Services (NW) Ltd in order for Bluedrop Services (NW) Ltd to seek an alternative market for the risk concerned (Bluedrop Services (NW) Ltd will communicate with you directly and not through the System in this regard).
5.3 Your request, on behalf of an Applicant, to purchase any Insurance Contract represents an offer by you, on behalf of the Applicant, that the relevant Insurer may accept or reject. After you make an offer through the System to purchase any Insurance Contract then assuming such insurance is available to the Applicant and such offer is accepted by the relevant Insurer, you will receive confirmation from the Insurer, via the System, of the purchase.
5.4 You shall not divulge your System access code to any other person. If you breach your obligation under this clause, you shall indemnify us from and against any Liability that we may incur in consequence of such breach.
5.5 We reserve the right, at our sole discretion, not to request from an Insurer or communicate to you a Quotation.
5.6 The content of the System does not constitute an offer by us or any Insurer to sell any Insurance Contract.5.7 This Agreement will at all times be non-exclusive and relate specifically to non-investment insurance contracts.
6. YOUR GENERAL DUTIES
6.1 You will with respect to all Insurance Contracts arranged and Requests for
Quotations submitted by you in connection with these terms and conditions:
6.1.1 conduct all Insurance Mediation Activity with reasonable skill and care, ethically and with the utmost integrity at all times;
6.1.2 comply with the Applicable Laws;
6.1.3 ensure all Personnel are competent and adequately trained;
6.1.4 give us such information as we may reasonably request to ensure we comply with the Applicable Laws;
6.1.5 comply with all reasonable instructions given by us to you;
6.1.6 comply with any procedures put into force by us from time to time for the submission of proposals including any procedures for the submission of Requests for Quotations by any electronic means; and
6.1.7 accurately maintain and provide to us on request, any documents we may reasonably require in connection with any Requests for Quotations or Application.
6.2 You will notify us immediately if:
6.2.1 you, or any Personnel or partners in your business, are charged with or convicted of any offence involving fraud or dishonesty;
6.2.2 bankruptcy or liquidation proceedings are brought against you or any directors or partners in your business, or a receiver is appointed or a voluntary arrangement with your creditors is proposed;
6.2.3 you, or any of your Personnel, are investigated by the FCA or any other body which regulates you, whether or not that investigation proceeds and you will provide us with details of the reasons for the investigation;
6.2.4 you, or any of your Personnel, or partners, are disciplined by the FCA or any other body which regulates you;
6.2.5 a Person proposes to take a step which would result in a change of Control over you; or
6.2.6 you anticipate being unable to comply with any provision of these terms and conditions.
7. FCA AUTHORISATIONS AND PERMISSIONS
7.1 You warrant that you:
7.1.1 are an Authorised Person and have applied for and will maintain any necessary Permissions from the FCA and the Office of Fair Trading (including a Consumer Credit License);
7.1.2 will not deal in relation to any Insurance Contract with an unauthorised third party who acts in contravention of the General Prohibition;
7.1.3 will immediately notify us upon ceasing to be an Intermediary or if there are any changes to the Permissions held by you; and
7.1.4 will upon request immediately supply to us written evidence of being an Intermediary and/or your Permissions.
8. MORTGAGE CLUBS & PACKAGERS
If you submit any Application for an Insurance Contract to us through any third party such as a mortgage club or mortgage packager (“Club”) the applicable commission will be that which applies pursuant to our agreement with the Club and you agree that the Club acts as agent for the receipt of any payments due and our payment to the Club is in full and final satisfaction of any payment due to you.
9.1 Subject to clauses 7, 8 and 10, we will pay you indemnity commission in accordance with the commission structure published on our Secure Site from time to time.
9.2 We have a right of set-off in respect of any amount payable by us to you whether arising under these terms and conditions or otherwise.
9.3 The commissions payable under these terms and conditions are inclusive of any Value Added Tax which may be payable in relation thereto.
9.4 Payment of your commission in relation to an Insurance Contract entered into by an Insurer with an Applicant pursuant to an Application will be made by us in the month following receipt by us from the relevant Insurer of the commission allowed by the Insurer in respect of the relevant Insurance Contract.
9.5 Commission payments to you will be made by way of a bank transfer to the bank account nominated by you. Bank transfers are subject to a minimum payment of £10.00.
9.6 Commission will not be payable if the Insurance Contract is cancelled pursuant to any cancellation rights, whether statutory or otherwise, or if the Insurance Contract is withdrawn or cancelled as a result of any regulatory requirement or if the Insurer withdraws our authority to provide the System.
9.7 We will charge interest at a rate of 5% per annum on any debt balances on
your account which remain unpaid for a period of 30 days from the date we notify you that any such amounts are due for repayment.
9.8 Upon termination of the Agreement, we reserve the right to seek the immediate repayment of all unearned commission.
10.1 If any Insurance Contract is cancelled by the Applicant for any reason prior to expiry of the period of cover under such Insurance Contract, you shall repay to us Unearned Commission and Unrecovered Fees relating thereto.
10.2 Unearned Portion means, in relation to the commission paid by us to you in respect of an Insurance Contract which is cancelled by the Applicant for any reason prior to expiry of the period of cover under such Insurance Contract, that portion of such commission which the Insurer’s time on risk under the relevant Insurance Contract bears to the period of cover such Insurance Contract would have afforded had it not been cancelled.
10.3 These items will at all times be treated as a debt due from you to us and will therefore become immediately repayable upon our written request.
11. INDEMNITY AND INSURANCE
11.1 You agree to indemnify us from and against any Liability that we may incur pursuant to your breach of these terms and conditions or otherwise arising from the failure of a Club through which you submit an Application to comply with the Applicable Laws.
11.2 You agree to maintain the level of professional indemnity insurance cover that you are required to have by the FCA.
12. MANAGEMENT INFORMATION
You will provide such information as we may reasonably request from time to time.
You will not use the name "UINSURE LIMITED" Or "UINSURE” or any other name, logo, slogan, sign, image, trademark, tradename or any other intellectual property made or prepared for, commissioned by or belonging to us (registered or not) without our prior written consent. You acknowledge that the goodwill arising from your use of any of the same will accrue to us.
14. DATA PROTECTION
1. 14.1 You and We each agree that we will ensure compliance with the Data Protection Act 1998 in respect of our respective obligations under these terms and conditions.
2. 14.2 You and We will each co-operate as far as is reasonable with the other in
complying with any subject access request, and will co-operate fully with the other in dealing with any enquiry made, or investigation or assessment of processing initiated by, the Information Commissioner.
1. 15.1 For the purposes of these terms and conditions, the term Confidential Information shall mean, in respect of us or you (as the case may be), all information which relates to the operations, plans, know-how, trade secrets, business affairs, personnel, customers or suppliers of the relevant party (or the connected persons of the relevant party).
2. 15.2 Except as otherwise provided by these terms and conditions, we and you shall:
15.2.1 only use the Confidential Information disclosed to us or you (as the case may be) by the other party for the purposes of the Agreement; and
15.2.2 not disclose to any third party any Confidential Information disclosed to us or you (as the case may be) by the other party, other than as contemplated by the Agreement.
15.3 Except as otherwise provided by these terms and conditions, each party shall observe strict confidentiality as to information concerning the contents of the Agreement.
15.4 The restrictions on disclosures of Confidential Information in these terms and conditions shall not apply to:
15.4.1 disclosures required to be made by any party by law to any fiscal or regulatory authority or in accordance with the requirements of these terms and conditions provided that the receiving party shall have given prior notice of this requirement to the disclosing party so as to assist the disclosing party to defend, limit or protect against such disclosure if it reasonably wishes to do so;
15.4.2 information which has come into the public domain otherwise than by reason of the default of the relevant party or its advisers;
15.4.3 information which is in the possession of a party as at the date of the Agreement other than that which has been disclosed to it by the other party; and
15.4.4 communications between the parties and their respective
professional advisers and bankers.
16.1 We may terminate the Agreement immediately on reasonable written notice at any time and without the payment of compensation.
16.2 Upon termination of the Agreement the right of access to the System provided to you pursuant to these terms and conditions shall cease.
16.3 Any termination of the Agreement shall not affect any of your or our accrued rights or liabilities in connection with the Agreement nor the coming into or continuance in force of any provision of these terms and conditions which is expressly or by implication intended to come into or continue in force on or after such termination. For the avoidance of doubt the provisions of clauses 5.4, 7, 9, 10, 11.1, 13, 14, 15, 17.3, 17.4, 18, 19, 20 and 21 of these terms and conditions shall continue in force following termination of the Agreement.
16.4 Without prejudice to any other rights or remedies which the parties may have, We may terminate this agreement without liability to You immediately on giving notice to You if:
16.4.1 You fail to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
16.4.2 You commit a material breach of any of the material terms of the Agreement or these terms and conditions and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
16.4.3 You repeatedly breach any of the terms of the Agreement or these terms and conditions in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or
16.4.4 the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
16.4.5 the other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with
one or more other companies, or the solvent reconstruction of that other party;
16.4.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party.
16.4.7 an application is made to court, or an order is made, for the appointment of an administrator, a notice of intention to appoint an administrator is given, or an administrator is appointed over the other party; or
16.4.8 a floating charge holder over the assets of that other party has become entitled to appoint, or has appointed, an administrative receiver; or
16.4.9 a person becomes entitled to appoint a receiver over the assets of the other party, or a receiver is appointed over the assets of the other party; or
16.4.10 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
16.4.11 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.1.4 to clause 16.1.10 (inclusive); or
16.4.12 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
16.4.13 there is a change of Control of the other party; or
17.1 On the Start Date we shall provide you with access to the System and in consideration of the mutual covenants set out herein, you shall thereafter be licensed on a non-transferable, royalty free and non-exclusive basis for the duration of the Agreement to:
17.1.1 access the System over the internet via a computer network which is under your control the components of which meet the specifications required to access the System; and
17.1.2 use the System solely for the purposes set out in clause 5.
17.2 You acknowledge that provision of the System may be interrupted from time to time as a result of technical difficulties outside our control. We will use all reasonable endeavours to ensure that any such interruptions are minimised
and to mitigate their effects should they occur.
17.3 Interference or entry to the System with intent to corrupt, damage or deny service from the System or for other commercial benefit not provided for by these terms and conditions shall be taken seriously and we shall take such action as is necessary to protect the System from any such activities and/or to protect our intellectual property rights. You acknowledge that damages may not be an adequate remedy for any infringement of such rights and that we are entitled to the remedies of injunction, specific performance, orders to deliver up infringing copies and any other statutory or equitable relief for any threatened or actual infringement and that no proof of special damages is necessary for reliance on such remedies.
17.4 You are not permitted:
17.4.1 except as expressly permitted by these terms and conditions and save to the extent and in the circumstances expressly permitted by law, to commercially exploit, publish, rent, lease, sub-license, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the System or any associated documentation that may be produced by us from time to time or use, reproduce or deal in the System or any part thereof in any way;
17.4.2 to assign, pledge, mortgage, charge, sub-contract, delegate or otherwise encumber or dispose of all or any of your rights or obligations under these terms and conditions without our prior written consent.
18.1 Unless these terms and conditions provide otherwise, any notice or communication to be given under or in connection with the Agreement shall be in writing and shall be delivered personally or sent by first class post in a pre- paid envelope to the party due to receive the notice or communication:
18.1.1 if addressed to us, addressed to us at our address specified in these terms and conditions (or such other address as we may specify by notice in writing to you) marked for the attention of the Managing Director;
18.1.2 if addressed to you, addressed to you at your address specified in your details provided to us on the application form page (or such other address as you may specify by notice in writing to us).
18.2 All notices and other communications given in connection with the Agreement shall be irrevocable and shall not be effective until receipt by the addressee party. In the absence of evidence of earlier receipt, a notice or demand is deemed to have been delivered as follows:
18.2.1 if delivered by hand or courier, at the time of delivery;
18.2.2 if sent by registered or recorded post, two Business Days after posting it in the United Kingdom, provided that if a notice or other communication would become effective under the above provisions after 5.30pm on any Business Day, then it shall be deemed instead to become effective at 9.30am on the next following Business Day.
19. RECORDS, COMPLIANCE AND AUDIT RIGHTS
19.1 You will:
19.1.1 keep true and accurate accounts and records of all matters connected with the Agreement and its operation and will allow our directors, representatives, consultants, advisers and external auditors access to those accounts and records on reasonable notice during normal business hours;
19.1.2 cooperate (and procure that your officers, employees, agents and contractors cooperate) with any of our directors, representatives, consultants, advisers or auditors (as the case may be), and those of any regulatory body undertaking any audit or investigation of matters relating to business conducted pursuant to the Agreement, and provide all reasonable facilities at your premises to allow such audit or investigation, and allow the taking of such copies of such accounts and records as may be considered reasonable; and
19.1.3 comply with any reasonable request made by us to produce for inspection any information which relates to the Agreement.
19.2 In addition to the general obligations set out in clause 19.1 you will, in connection with the Agreement, deal in an open and co-operative way with the FCA and its appointees and representatives with respect to matters within the scope of the FCA’s functions in relation to us and the Insurers, in particular by:
(a) making yourself readily available for meetings with representatives or appointees of the FCA as reasonably requested;
(b) giving representatives or appointees of the FCA reasonable access to any records, files, tapes or computer systems which are within your possession or control and providing any facilities for inspection of the same which the FCA or its representatives or appointees may reasonably request;
(c) producing to representatives or appointees of the FCA any specified documents, files, tapes, computer data or other material in your possession or control as reasonably requested;
(d) printing any data or information in your possession or control which
is electronically held or held on microfilm or otherwise converting it into a readily legible document or any other record which the FCA may reasonably request;
(e) permitting representatives or appointees of the FCA to copy documents or other material on your premises at your reasonable expense and to remove copies and hold them elsewhere, or providing any copies, as reasonably requested;
(f) answering truthfully, fully and promptly all questions which are reasonably put to you by representatives or appointees of the FCA;
(g) permitting representatives or appointees of the FCA to have access with or without notice during normal business hours to any of your premises in relation to the discharge of the FCA’s functions under the FSMA; and
(h) procuring insofar as you are able to do so that your officers, employees and agents comply with the obligations in paragraphs (a) to (g) inclusive above.
20. LIMIITATION OF LIABILITY
20.1 Nothing in this Agreement or terms and conditions limits or excludes the our liability for:
20.1.1 death or personal injury caused by our negligence;
20.1.2 fraud or fraudulent misrepresentation; or
20.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by Applicable Law.
20.2 Subject to clause 20.1, the we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement or terms and conditions for
20.2.1 death or personal injury caused by Your negligence;
20.2.2 loss of profits;
20.2.3 loss of sales or business;
20.2.4 loss of agreements or contracts;
20.2.5 loss of anticipated savings;
20.2.6 loss of or damage to goodwill;
20.2.7 loss of use or corruption of software, data or information;
20.2.8 any indirect or consequential loss.
20.3 Subject to clause 20.1 and clause 20.2, our total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement or these terms and conditions shall be limited to £2 million in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period.
20.1 Neither You nor We will make any statement, announcement or comment concerning the Agreement to the public or the press without the prior written consent of the other.
20.2 Any Liability which You or We (First Party) has to the other (Second Party) under these terms and conditions may in whole or in part be released, compounded or compromised, or time or indulgence given by the Second Party in its absolute discretion as regards the First Party, without in any way prejudicing or affecting the Second Party’s rights against the First Party under the same or a similar Liability.
20.3 No failure by You or Us to exercise, and no delay by You or Us in exercising, any right, power or remedy in connection with these terms and conditions (each a “Right”) will operate as a waiver, nor will any single or partial exercise of any Right preclude any other or further exercise of that Right or the exercise of any other Right. Any express waiver of any breach of these terms and conditions will not be deemed to be a waiver of any subsequent breach.
20.4 The illegality, invalidity or unenforceability of any provision of these terms and conditions shall not affect the legality, validity or enforceability of any other provision.
20.5 You cannot assign any of your rights under the Agreement.
20.6 The Agreement supersedes any previous agreement between us and you concerning the matters dealt with in these terms and conditions and is the whole agreement between us and you relating to the subject matter of these terms and conditions at the Start Date.
20.7 These terms and conditions will be governed by and construed in accordance with English law and we and you irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any dispute, which may arise out of or in connection with the Agreement.
20.8 No third party shall have any rights under the Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.9 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for 3 months, the party not affected may terminate this agreement by giving 14 days' written notice to other party.
20.10 Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).