This Cooperation Agreement (“CA“) consists of the following provisions as well as Annex 1 (“Brokerage Contract“) and Annex 2 (“Platform Contract“), which form an integral part of this CA in their current version. This CA governs the relationship between you (“customer” or “you“) and esurance AG, Heinrichstrasse 269, 8005 Zurich (“esurance“, individually a “party” and collectively the “parties“).
By accepting this CA, you expressly confirm that you have read and understood the following provisions and the provisions in Annex 1 and Annex 2 and that you agree with them.
1. Scope of application and notes
esurance operates an insurance platform that connects insurance companies, policyholders and, if applicable, distribution partners. The offers on the platform can be purchased online directly, via an insurance expert from esurance or indirectly via a distribution partner. Depending on the cooperation model between esurance and the distribution partner, there is a purely software-based or a customer care relationship between the policyholder and esurance. The individual models are described below:
- 1.1 Purely platform-based model: The customer uses the insurance platform without mandating esurance as an insurance intermediary (broker) or co-broker. The relationship between esurance and the customer solely covers the software use.
- 1.2 Indirect brokerage model: The customer is already represented by another broker. This broker uses the insurance platform to provide its services. The customer can also use the insurance platform. esurance acts as a co-broker for the customer. There is a software usage and a co-customer support relationship between the customer and esurance.
- 1.3 Direct brokerage model: The customer uses the insurance platform and mandates esurance as a broker. There is a software usage and customer care relationship between the customer and esurance. This model is applied by signing a broker mandate or by concluding a transaction without the assistance of an insurance intermediary.
The provisions in this CA apply to all models. The provisions in Annex 1 Brokerage Contract apply to the direct and indirect brokerage model. The provisions of Annex 2 Platform Contract apply to all models.
2. Term of the Agreement and Termination
This CA comes into force with the consent of the customer. The duration and termination of this CA shall be governed by the provisions set out in Annex 1 and Annex 2.
3. Involvement of third parties
esurance is entitled to call in third parties for the provision of services. esurance remains responsible for compliance with contractual obligations and statutory regulations.
4. Data protection
esurance undertakes to comply with the legal provisions on data protection. esurance processes personal data of the customer in accordance with the data protection regulations (DPR), which explain in particular how and for what purposes esurance collects, uses, stores, forwards and protects the personal data provided by the customer. esurance may process personal data only for the following purposes: (i) to provide, develop or improve services under this CA. (ii) to take all necessary steps to comply with this CA. (iii) as documented elsewhere in the DPR. The DPR in their current version form an integral part of this CA. By agreeing to this CA, you declare that you have read and understood the DPR and expressly indicate your agreement with them.
The customer assures and guarantees that the processing of the personal data provided by esurance does not infringe any third party rights. The customer represents and warrants that he/she complies with all applicable legal provisions pertaining to the protection of privacy and data and that he/she has obtained all necessary rights and authorisations to disclose to esurance any personal data that he/she provides to esurance or to which esurance has access, and to allow the processing of such data.
Both parties (“Disclosing Party“) may disclose to the other party (“Receiving Party“) confidential information, including information about the existence, services and further content of this CA and its annexes (“Confidential Information“). The Receiving Party undertakes to treat confidential information from the Disclosing Party with the same care it would apply to protect its own information of the same kind and, in any event, with reasonable care. The Receiving Party shall use Confidential Information solely for the purpose of providing, developing and improving its services or performing its obligations under this CA. The Receiving Party may only disclose Confidential Information to persons and third parties if this is necessary for the performance, development and improvement of its services or for the exercise of its obligations under this CA and if it is ensured that these persons are bound by provisions which are no less stringent than the provisions in this section. Furthermore, the parties may only disclose Confidential Information to third parties with the prior, express and written consent of the other party. This confidentiality obligation shall remain in force even after termination of this CA.
The following information is not considered confidential:
- (i) information that has been made public and generally accessible, except through the wrongful act or omission of the Receiving Party.
- (ii) information that the Receiving Party can demonstrate was already lawfully in its possession prior to receiving it from the Disclosing Party.
- (iii) information lawfully and unrestrictedly received by the Receiving Party from third parties.
- (iv) information that the Receiving Party has developed independently without using confidential information.
The Receiving Party may disclose confidential information of the Disclosing Party by order of a court, administrative or other governmental authority, provided that the Disclosing Party is immediately notified in writing and the Disclosing Party is given reasonable opportunity to prevent disclosure or to protect its confidential information.
6. Copyright and trademark law
All elements on the esurance website (www.esurance.ch) and application (app.esurance.ch) belong exclusively to esurance (especially copyright and other rights), unless otherwise stated. Any republication, modification, linking, use, transmission, or copying in whole or in part is prohibited without the prior written consent of esurance. The esurance brand is protected by copyright and registered trademark. In all other respects the provisions of Annex 2, point 2, shall apply.
7. Final provisions
Unilateral changeability: The provisions of this CA can be unilaterally amended by esurance at any time. The customer will be informed about changes. All changes are deemed to be accepted by the customer if the customer does not inform esurance in writing (including electronic message) within 10 days that he/she does not agree with the changes.
Severability clause: Should individual provisions of this CA be wholly or partially illegal, invalid or otherwise void, the validity of the rest of this CA shall not be affected.
Applicable law and place of jurisdiction: This CA and Annexes 1 and 2 are subject to Swiss law, excluding conflicting provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). To the extent permitted by law, the exclusive place of jurisdiction is the competent courts at the registered office of esurance.
This document has been translated into several national languages. In the event of divergent interpretation or errors in translation, the German version shall apply exclusively.