Terms of Business

MERICS S.A.L. – Insurance Brokers · General Terms of Business Agreement 2025

Effective 1 January 2025

1. Introduction and Purpose

This “Terms of Business Agreement - TOBA” sets out the basis on which MERICS S.A.L. (“MERICS”), a licensed Lebanese insurance broker and consultant, provides professional services to clients.

By requesting quotations, instructing us to bind cover, engaging us for consultancy services, or making a payment in connection with your insurance arrangements, you confirm your agreement to these terms, which supersede any prior terms of business agreements between us.

For ease of understanding, key terms used throughout this Agreement are defined and capitalized in the Definitions section that follows.

This Agreement becomes effective as of 1 January 2025 or upon the date it is received by you, whichever is later, and replaces any prior terms of business issued by us.

Should any part of this document be unclear or raise concerns, we encourage you to contact us for clarification.

2. Definitions

In this Agreement, unless the context otherwise requires, the following terms have the meanings set out below:

“Agreement” means this Terms of Business Agreement, including any schedules or amendments.
“Client” or “You” or “Your” means the individual or entity entering into this Agreement with MERICS and receiving services hereunder.
“Commission” means the remuneration payable to MERICS by insurers as a percentage of the insurance premium, as described in this Agreement.
“Consultancy Services” means advisory or consulting services provided by MERICS relating to risk management, insurance program design, or other related activities, which may be subject to separate fees.
“Insurer(s)” means insurance and reinsurance companies underwriting insurance policies and with whom the Client’s insurance contracts are placed.
“Policy” means the insurance contract issued by an insurer, including any endorsements and amendments.
“Policyholder” means the person or entity in whose name the insurance policy is issued and who is entitled to the benefits of the coverage.
“Premium” means the amount payable to insurers for insurance coverage, including any applicable taxes or fees.
“Services” means all brokerage, consultancy, advisory, claims assistance, and other related services provided by MERICS under this Agreement. This includes acting as an intermediary between the Client and insurers for the placement, negotiation, and administration of insurance contracts.
“We” or “Us” or “Our” means MERICS S.A.L as Insurance Broker and Consultant.

3. Our Role and Services

MERICS is an independent insurance broker and consultancy firm, dedicated to delivering objective, client-focused solutions across the insurance spectrum. As a leading insurance intermediary and risk management consultancy, we are authorized and regulated by the Ministry of Economy of the Lebanese Republic. We are committed to acting in your best interest at all times, providing tailored guidance and execution in line with your risk profile and coverage objectives.

Furthermore, MERICS operates as an exclusive correspondent network partner of Willis Towers Watson (WTW). We adhere strictly to WTW’s global standards and operational norms to maintain this exclusivity, ensuring consistent quality and professionalism in all our services.

Our comprehensive core services include:

Comprehensive Risk Assessment: Conducting an in-depth analysis of your insurance and risk management requirements to identify exposures and coverage needs.
Tailored Insurance Solutions: Identifying, evaluating, and recommending suitable insurance products and market structures that best meet your objectives, including the consideration of single insurer or multiple insurer placements.
Market Engagement and Insurer Evaluation: We approach carefully selected insurers to obtain competitive quotations on your behalf, ensuring transparency and full disclosure of all recommended options. Simultaneously, we assess the financial strength and suitability of these insurers using recognized rating agencies and public information to ensure our recommendations align with your risk appetite.
Negotiation and Placement: Acting on your behalf to negotiate optimal terms, coverage conditions, and pricing with insurers, followed by the placement of insurance contracts in a timely manner.
Policy Documentation and Administration: Ensuring you receive all relevant contract documentations, including amendments and endorsements, and providing ongoing administrative support to manage your insurance program effectively.
Continuous Advisory Support: Keeping you informed throughout the policy period on market developments, renewal considerations, and any changes that may impact your coverage. As part of our service, we also schedule workshops and training sessions during the year to ensure your team stays up to date on relevant insurance topics and best practices.
Claims Assistance: Supporting you with notification, coordination, and management throughout the lifecycle of any claim, including liaising with insurers, facilitating communication, and overseeing the settlement process in accordance with your policy terms.

Please note that while we strive to secure the most favorable insurance terms on your behalf, MERICS does not guarantee the availability, terms, or conditions of coverage. Ultimately, acceptance and underwriting decisions rest solely with the insurers and are subject to prevailing market conditions and policy terms beyond our control.

In addition to our standard brokerage services, additional specialized support may be available upon request and will be subject to a separate agreement and remuneration.

4. Your Responsibilities

In order for us to provide effective and reliable service, it is essential that you fulfill certain responsibilities throughout the insurance process. Your cooperation and transparency are key to ensuring that the coverage arranged on your behalf accurately reflects your needs and provides the intended protection.

Provision of Accurate and Complete Information: You are required to provide full, accurate, and timely information regarding your insurance requirements, risk exposures, and any other relevant facts. This includes responding fully and honestly to any questions or requests for information from us or from insurers (including those found in proposal forms or other underwriting documents). Insurers rely on the information you provide, and failure to disclose material facts may result in claims being denied or the insurance contract being voided entirely.
Duty of Disclosure: You are under a continuing duty to disclose all material facts that may influence an insurer’s decision to offer coverage, determine terms, or set premium levels. This duty applies at the outset of a policy, at renewal, and whenever material changes occur. If you are unsure whether something is material, we encourage you to raise it with us. We cannot be held liable for consequences arising from delayed, inaccurate, or incomplete information provided by you, your employees, or dependents.
Review of Policy Documentation: Although we will review the documentation issued to you, it remains your responsibility to examine your insurance contracts and ensure that the coverage, limits, conditions, and other terms reflect your instructions and expectations. Particular attention should be paid to conditions, warranties, and claims reporting requirements, as non-compliance may invalidate your coverage. If discrepancies are identified, you should notify us immediately.
Timely Payment of Premiums: Premium payment terms must be strictly observed. Failure to remit payment on time may result in insurers cancelling your policy or denying coverage. We will inform you of the payment deadlines and, where applicable, any additional charges applicable beyond the base premium.
Claims Notification and Monitoring: You must carefully follow any claims reporting instructions we provide. Claims not reported in a timely or proper manner may be excluded from coverage. It is also your responsibility to retain all relevant documentation, including policy schedules and claims correspondence, even after a policy has expired, as some claims may arise or need to be reported well after the coverage period ends.
Legal Limitations and Deadlines: Be aware that many jurisdictions impose strict legal limitation periods for initiating claims-related legal action. We do not provide legal advice and will not initiate legal proceedings or enter into tolling agreements on your behalf. You are responsible for monitoring the legal status of your claims and taking legal action if necessary within applicable time limits.
Notification of Material Changes: You must inform us as soon as reasonably practicable during the policy period of any changes in your business operations, risk profile, or other circumstances that may affect the insurance coverage arranged or the services we provide. Delays in communicating such changes may impact the adequacy or availability of coverage.

Failure to disclose material information could lead to coverage being denied or your policy voided.

5. Remuneration

Our remuneration for the services we provide to you will, by default, be in the form of commission, which is a percentage of the insurance premium paid by the insurer with whom your insurance contract is placed. For consultancy services, and unless otherwise agreed, remuneration may instead be based on a pre-agreed fee payable directly by you.

Remuneration is ordinarily earned at the inception of the insurance contract and applies for the full policy period, unless otherwise agreed.

6. Confidentiality and Data Protection

At MERICS, we prioritize the privacy and security of your information in compliance with all applicable Lebanese laws. All client data is handled with strict confidentiality and shared only when necessary to deliver our services or as required by law or regulatory authorities. Personal data you provide will be managed in compliance with Lebanese data protection laws. You confirm that this data has been collected lawfully, with all necessary permissions, and agree to keep it accurate and up to date, assisting us with any related inquiries.

We may use anonymized data to improve our services and gain industry insights, ensuring your identity remains protected.

We retain personal data only for as long as necessary to provide our services, meet legal and regulatory obligations, or resolve disputes, after which it may be securely deleted or de-identified.

For more details, please see our Privacy Policy.

7. Subcontracting and Third-Party Providers

MERICS may engage third-party service providers to assist in delivering certain aspects of our services. Any such third parties will be selected with due care and will be contractually obligated to maintain confidentiality and comply with applicable data protection laws and regulations. We remain responsible for the services provided and ensure that your information is protected throughout any such engagements.

8. Online Payment

By proceeding with an online payment through MERICS’ website &/or application, the Client acknowledges and agrees to the following:

MERICS may provide links to external service providers for payment purposes; however, MERICS has no control over these third-party payment platforms. MERICS does not store, retain, or have access to any payment details submitted by clients on such platforms.
The Client is solely responsible for ensuring that all payment information provided is accurate, complete, and authorized. MERICS shall not be held liable for any direct or indirect loss, damage, or expense arising from the Client’s use of the online payment facilities, including but not limited to unauthorized access, fraudulent transactions, data entry errors, or any misuse of the Client’s payment credentials.
The Client understands and accepts the inherent risks of transmitting payment data over the internet and agrees to bear full liability for any misuse, theft, or compromise of their information, unless such breach is directly and solely caused by MERICS’s proven gross negligence or willful misconduct.
MERICS disclaims liability for external cyber threats not attributable to it.

9. Electronic Trading Facilities

For certain insurance products, we may use electronic platforms or systems, such as APIs provided by insurers, to facilitate the placement and management of your coverage, including claims processing. These are completely separate from regular email or messaging, which we cover under the “Electronic Communications” section below.

Use of such electronic facilities may require your acceptance of their specific terms and conditions, which apply equally to all users. By agreeing to proceed with a policy through these digital channels, you also consent to be bound by those terms as they relate to your insurance contract.

Please note that these terms may differ from usual legal provisions regarding the ownership and permitted use of any information or documents submitted or created through these systems.

10. Electronic Communications

While we strive to provide reliable service, we cannot guarantee uninterrupted access and are not liable for technical disruptions or delays beyond our control. Communications via email or other electronic means involve inherent risks, including interception, tampering, or the presence of viruses.

We use TLS encryption whenever possible and can enforce mandatory TLS upon request. However, if your email system does not support TLS, messages may be transmitted unencrypted or may not be delivered at all.

You are responsible for scanning all incoming communications for viruses or malware. Our security systems automatically block certain file types (including, but not limited to, .exe, .bat, .scr, .mp3, .avi) and others deemed high-risk.

To note that electronic communications do not constitute binding agreements unless explicitly confirmed in writing by both parties. In the event of a dispute, MERICS’ electronic records will serve as the authoritative reference.

11. Intellectual Property Rights

All intellectual property rights, including copyrights, trademarks, and any proprietary materials such as reports, proposals, methodologies, and data created or provided by MERICS in the course of delivering services under this Agreement remain the exclusive property of MERICS. You are granted a limited, non-exclusive, non-transferable license to use such materials solely for your internal purposes and in connection with the services provided. Unauthorized use, reproduction, or distribution of these materials is prohibited without prior written consent from MERICS.

12. Conflicts of Interest

We aim to avoid situations where our interests conflict with yours. If a conflict arises that cannot be managed with appropriate safeguards, we will notify you and may decline to act further unless you consent to our continued involvement.

MERICS maintains an internal register of actual and potential conflicts of interest, in accordance with our internal governance procedures. This register is regularly reviewed and updated to ensure transparency and accountability in the delivery of our services. Upon your written request, we will provide you with information regarding any conflicts relevant to the services we provide to you, along with the measures taken to manage them.

13. Compliance and Ethical Conduct

MERICS is committed to conducting its business in full compliance with all applicable Lebanese laws and regulatory requirements. We maintain the highest standards of integrity and ethical behavior, including strict adherence to anti-money laundering, anti-bribery, anti-corruption, and sanctions regulations. MERICS does not, directly or indirectly, offer, promise, give, solicit, or accept any undue advantage, financial or otherwise, to influence the actions of any public official, private entity, or individual in breach of their lawful duties.

MERICS undertakes to implement appropriate internal measures to prevent, detect, and address any risks of unethical or corrupt practices across its operations.

14. Complaints

We are committed to delivering excellent service and resolving any concerns promptly and fairly. If you have a complaint or concern, please contact the person managing your account in the first instance. Alternatively, you may reach out directly to our Compliance Officer, Rebecca Raad, by email or phone:

E rebecca.raad@merics.com
D +961 1 428 328 ext. 12
M +961 71 053 753

We are committed to addressing any issues promptly and fairly.

15. Contingent Compensation

MERICS may receive certain forms of contingent compensation from insurers, in jurisdictions where such compensation is legally permissible, and in compliance too with MERICS’ standards and controls designed to address potential conflicts of interest. Insurers typically account for these payments in their general pricing.

16. Indemnity

You agree to indemnify and hold harmless MERICS, its officers, and employees from and against any claims, liabilities, damages, or losses (including legal fees) arising out of or in connection with any breach of this Agreement or misrepresentation by you, or any failure by you to provide complete, accurate, and timely information.

17. Limit of Liability

MERICS maintains a professional liability limit of up to USD 5 million, one of the highest among local insurance brokers in Lebanon. This coverage reflects our commitment to delivering services with accountability and confidence. It provides protection against errors, omissions, or negligence in the performance of our brokerage and consultancy duties. However, this liability does not extend to losses such as loss of profit, opportunity, reputation, or any indirect or consequential damages. It also excludes liability arising from actions outside the scope of our engagement or delays caused by incomplete or inaccurate information provided by the client.

18. Force Majeure

MERICS shall not be held liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, civil unrest, acts of terrorism, government actions, labor disputes, pandemics, or failures of public utilities or communication networks. In such cases, we will take reasonable steps to minimize the impact on the services provided.

19. Amendments

We may amend this Agreement by providing you with written notice. Amendments will apply to all new business and renewals following the notice period.

20. Termination

This Agreement may be terminated by either party upon 30 days' written notice. Termination does not affect accrued rights or obligations, including payment of any remuneration due to us.

21. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Lebanon. Any disputes shall be subject to the exclusive jurisdiction of the Lebanese courts.