Deshret Capital Privacy Policy

Cookie Policy

This cookie policy (“Cookie Policy”) is intended to inform you of how Deshret Capital uses “cookies” and similar technologies on our website at www.deshretcapital.com (“Website”) and to assist you in making informed decisions when using our Website. Please note that Deshret Capital is not responsible for any cookies used once a visitor leaves the Deshret Capital website.

What are cookies?

Also known as browser cookies or tracking cookies, cookies are small, often encrypted text files or pieces of code, located in browser directories and contain an anonymous unique identifier. When you visit a website, a computer asks your computer or other electronic device for permission to store this file on your computer or electronic device and access information from it. Information gathered through cookies may include the date and time of visits and how you are using the particular website. Cookies are used by us as part of our Website and they are also used by some of our third party service providers.

Your consent to our use of cookies:

By using our Website, you consent that we may use various types of cookies for purposes including but not limited to the following:

* Storing and accessing essential cookies on your computer or other devices. Essential cookies are cookies which are essential for the operation of our Website;

* Storing and accessing certain non-essential cookies on your computer or other devices. These cookies are not essential to the operation of our Website but allow us to provide additional functionality or to gather additional information about your use of our Website;

* Other general, administrative, business, and marketing purposes including but not limited to the use of third party cookies.

If you wish to block or delete cookies, or if you would like to withdraw consent to our use of non-essential cookies, you can activate the relevant settings in your browser. You can find out how to do this for a variety of browsers, as well as access more information on cookie management, at All About Cookies.

What do we do with cookies?

In addition to essential cookies, we may use session cookies to allow the Website to uniquely identify your browsing session on our Website, which allows us to coordinate this information with data from our Website server.

We may also use “analytics”cookies to improve our Website by allowing us to calculate the aggregate number of people using the Website and see which features of our Website are most popular.

We may also use third party cookies such as those used by Google Analytics, a web analytics service provided by Google, Inc. The information generated by the cookie about your use of our Website (including your IP address) will be transmitted to and stored by Google servers. Google will use this information to evaluate your use of our Website, compile reports on website activity for website operators and provide other services relating to the activities of the website and internet usage. Google may also transfer this information to third parties unless required by law or where such third parties process the information on Google’s behalf.

Terms of Use

Your access to and use of any material on the Deshret Capital website constitutes your acceptance of, and is conditional upon your acceptance of, and compliance with, the following provisions. These terms and conditions may change from time to time and it is your responsibility to check for such updates. As a user of Deshret Capital's services, you agree to the terms of the Service Agreement outlined below.

Not a binding relationship:

No advisory, fiduciary, or other relationship is created by accessing or otherwise using the Deshret Capital website or by communicating with consultants or other staff members or partners or agents by way of e-mail or through our website.

Not Legal or Professional advice:

The material provided on the Deshret Capital website is for general information purposes only. It is not intended to provide legal advice or opinions of any kind and may not be used for professional or commercial purposes. No one should act, or refrain from acting, based solely upon the materials provided on this website, any hypertext links or other general information without first seeking appropriate professional advice. The hypertext links, search mechanisms, portals, documents and information on this website are provided for your convenience only. These materials may have no evidentiary value and should be checked against official sources before they are used for professional or commercial purposes. It is your responsibility to determine whether these materials are admissible in a given judicial or administrative proceeding and whether there are any other evidentiary or filing requirements. Your use of these materials is at your own risk.

No Warranty:

While Deshret Capital has made reasonable efforts to ensure that the materials contained on this website are accurate, it does not warrant or guarantee: the accuracy, currency or completeness of the materials; that the website will be available without interruption, error or omission; that defects will be corrected; or that the website and the server(s) that make it available are free from viruses or other harmful components. The website and the materials provided on the website are provided "as is" and "as available" without representations, warranties or conditions of any kind, either express or implied.

In no event shall Deshret Capital, its partners, agents or employees be liable for any loss, cost or damages whatsoever (including, without limitation, damages for harm to business, loss of profits, programs or data, interruption of activities or any other pecuniary or economic loss) whether direct, indirect, incidental, punitive, special, exemplary, consequential or otherwise arising out of any use or misuse of, or any defects, inaccuracies, errors or omissions in this site without regard to the form of action, even if Deshret Capital has been advised of the possibility of damages or if such damages are reasonably foreseeable.

In the event Deshret Capital, including its partners, agents or employees, provides a contractual guarantee to you relating to service or cost driven results, the following applies:

     * The contractual guarantee is based on what Deshret Capital can achieve in the marketplace, free of your or any client interference, which includes the procurement of a bindable quotation whether or not such quotation is issued by your expiring broker or insurance company. You must submit proof of pricing on a bindable quote on a similar protection in order to claim under the contractual guarantee;

     * The contractual guarantee assumes that all necessary data has been provided to Deshret Capital by you without any form of misrepresentation, that there were no material changes in such data at the time of Deshret Capital’s acceptance of providing a specific service to you, and that there were no material operational losses or changes to the aggregate profitability of the relevant insurance market at the time of your acceptance of any proposal or service agreement presented by Deshret Capital;

     * The contractual guarantee is subject to (a) you not being aware of any current or future circumstances that can lead to a loss or claim; (b) the validity and truthfulness of the information provided to Deshret Capital; (c) continuous management provided by Deshret Capital. In the event a client bypasses Deshret Capital to deal directly with a broker sourced by Deshret Capital on insurance structured by Deshret Capital, then a penalty fee will be due to Deshret Capital equivalent to the Terminal Value of Deshret Capital's annual fee. ‍

Communications Not Confidential:

Deshret Capital does not guarantee the confidentiality of any communication via e-mail or its website.

Ontario Law Applies:

The laws of the province of Ontario and the laws of Canada applicable therein shall govern use of this website and the interpretation, validity and effect of this agreement, notwithstanding any conflict of laws, provisions or your domicile, residence or physical location. You hereby consent and submit to the exclusive jurisdiction of the courts of the province of Ontario in any action or proceeding related to this website and agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.

Reserved Rights:

Copyright © 2023 Deshret Capital Corp. All rights reserved. The Deshret Capital website contains information, communication, software (including program code that may execute on the server or that may be embedded in or downloadable from individual pages on this site), images, sounds, music, graphics, photos, videos and other materials and services (collectively, the "Content").

You agree that the Content and the selection, arrangement, architecture and enhancement of the Content and other website features (the "Website Design") are protected by Canadian and international intellectual and industrial property rights, including copyrights, trade-marks and other proprietary rights. These rights are valid and protected in all media existing now or later developed, and all use of the Content or Website design shall be in accordance with such rights and the terms of this agreement.

Any use of the Content or the Website design is prohibited. The Content and Website design may not be otherwise reproduced, republished or re-disseminated in any matter or form without the prior written consent of Deshret Capital.

References:

Any reference on this website to any product or service by trade name, trade-mark, hypertext link or otherwise is provided to you for your convenience only and does not constitute or imply its endorsement or recommendation by Deshret Capital. To the extent this website contains links to other websites, Deshret Capital does not control the availability or content of such websites. Your use of any linked websites is at your own risk.

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INSURED SERVICE AGREEMENT

This Service Agreement (“Agreement”) forms the basis of the terms and conditions between Client and Consultant for the services offered by Consultant to Client and is entered into on the date of Client signing of the proposal presented by Consultant to Client. Consultant means Deshret Capital Corp. and its affiliates (“DeshCap”). Client means the entity signing the proposal presented by Consultant.

As presented within Consultant’s latest proposal to Client in which this Agreement is referenced by link to the Privacy Policy and Terms of Use on this website (“Proposal”):

in return for an annual fee (“Fee”), as described in Proposal, Consultant agrees to provide to Client the list of risk advisory services outlined in either Service A or Service B (“Service(s)”) of Proposal based on the chosen Service by Client. Consultant reserves the right to invoice Client in addition to Fee in the event Fee is deemed inadequate compensation based on the number of hours worked by Consultant at Consultant's blended hourly rate of USD 500.

Contractual Guarantee on cost, applicable to Service A only:

Fee is subject to a revision during the first year of this Agreement only, whereby in the event Client’s cost, excluding Consultant’s Fee, exceeds the Insurance Premium Range outlined in Proposal, and relating to any product offering providing similar protection (“Threshold”), then any excess over Threshold will be deducted from the balance of Fee remaining as a result of the upfront portion of Fee being received to arrive at a final fee that will replace Fee as defined throughout this Agreement.

This Contractual Guarantee is based on what Consultant can achieve in the marketplace, free of any Client interference, including a bindable quotation whether or not such quotation is issued by the expiring broker or insurance company. Client must submit proof of pricing on a bindable quote on a similar protection product in order to claim under this Contractual Guarantee.

Contractual Guarantee on service, applicable to Service A only:

In the event Consultant is unable to meet its cost and service obligations to Client, Consultant agrees to return Client to its expiring insurance given all expiring terms, conditions, and service providers at a minimum and with no Fee charged as a result, which entails a full refund to Client if such Fee was paid in advance. 

These Contractual Guarantees assume that all necessary data has been provided to Consultant by Client without any form of misrepresentation, that there were no material changes in such data at the time of Client’s acceptance of Proposal, and that there were no material operational losses or changes to the aggregate profitability of the relevant insurance market at the time of Client’s acceptance of Proposal.

These Contractual Guarantees are both subject to Client not being aware of any current or future circumstances that can lead to a loss or claim as well as the validity and truthfulness of the information provided to Consultant.

If Client opts for additional risk advisory services to be provided by Consultant, such additional services would be subject to additional compensation to Consultant, which is to be agreed upon in writing between Client and Consultant.

Term of Agreement

This Agreement shall commence on the Effective Date, or the date of signing of Client Acceptance in Proposal, and renews on the contract anniversary date, unless terminated as provided herein or as otherwise agreed to in writing by the parties.

Performance

Consultant agrees to perform all chosen Service(s) to the satisfaction of Client and within the hereinafter specified. If a Service is not complete based on Client’s evaluation, Client has the right to:

(a) Review with Consultant the scope of theService and resolve matters of concern;

(b) Require Consultant to redo the Service at no additional fee until it is satisfactory; and/or

(c) Terminate the Agreement as hereinafter set forth.

Consultant may ask Client to sign a Letter ofAuthorization (“LOA”) permitting Consultant to present such LOA to relevant third-party service providers (including but not limited to insurance brokers, insurance underwriters, and regulators) if necessary to perform its obligations under this Agreement.

Payment Obligation

It is understood that any applicable taxes are in addition to, and not part of, the Fee. Client shall pay to Consultant the amount due in full on any invoice, including any applicable taxes, received from Consultant and relating to this Agreement, within fifteen (15) business days after the invoice date, or as per the payment schedule outlined in any invoice. Any unpaid balances constitute Late Payment and shall be subject to interest charged by Consultant at a rate of 12% per annum compounded monthly. In addition, in the event of Late Payment, Consultant reserves the full right to investigate the timing of any operational loss or claim in relation to such Late Payment and either deny or accept providing its Service(s) to Client in relation to such operational loss or claim incurred by Client. Moreover, in the event of Late Payment, Client reserves the full right to suspend all of its services to Client and notify any credit scoring agency of such delay. Payment of Fee by Client to Consultant is subject to terms outlined within Proposal. 

If Consultant's Fee is based on a percentage of Savings as outlined in Proposal, Fee is deemed invoiceable upon receipt of written confirmation by a licensed insurance broker or provider of the total cost of insurance evidencing such Savings vis a vis the expiring cost of insurance. Savings are defined as the higher of either: (a) the difference in the total cost of insurance saved by Client for similar coverage; (b) the difference in the total cost of insurance saved by Client for improved coverage that is not attached to an explicit additional annual cost or premium; (c) the difference in the total cost of insurance saved by Client for a reduction in coverage that is approved by Client; or (d) any of the above mentioned in (a) (b) and (c) on a net after tax basis.

Client permits Consultant to charge any selected insurance broker, if at all possible, for a portion of Consultant’s hours worked with the aim of reducing or minimizing Fee or in the event Fee is deemed unreasonable compensation to Consultant based on Consultant’s number of hours worked at their blended hourly rate of USD 500.

Termination Policy

Client may terminate this Agreement by giving Consultant at least thirty (30) days written notice of its intent to terminate prior to the contract anniversary date.

However, in the event of termination by Client after the contract anniversary date or during a period in which Consultant incurred work to service Client, Client shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of Client’s written notice of termination. In the event of disagreement, calculation of any outstanding payment by Client to Consultant shall be based on the higher of either (a) Consultant’s number of hours worked at Consultant’s standard hourly rate of USD 500, and not exceeding the agreed upon annual Fee under any circumstance; or (b) Consultant's portion of the annual Fee that is either predetermined or to be derived from secured or indicated savings to Client due to the work of Consultant.

Consultant may terminate this Agreement by giving Client at least fifteen (15) days written notice of its intent to terminate prior to the contract anniversary date.

Otherwise, Termination for Cause can be effected immediately by either Client or Consultant in the event of one or more of the following: delay in payment of any Consultant issued invoice by Client as per Payment Obligation, commercial bankruptcy of either party, fraudulent and/or improper conduct by employees of either party, breach of any terms of this Agreement, any form of misrepresentation resulting in brand or reputational damage to either party, solicitation of Consultant’s partners and employees by Client, and transfer of Consultant’s proprietary data to other parties without Consultant’s written consent.

If Client chooses to terminate this Agreement while there are outstanding Client payments due to Consultant, it is Client’s responsibility that such dues are completely settled.

Indemnification

(a) Consultant agrees to indemnify, defend, protect, save, and keep harmless Client from any and all loss, cost, damage, or exposure arising from the negligent acts or omissions of Consultant.

(b) Client agrees to indemnify, defend, protect, save, and keep harmlessConsultant, its affiliates and subsidiaries, from any and all loss, cost, damage, or expense from:

(i) Any financial obligation to pay premiums to any insurer, excess insurer, or reinsurer, or to pay commissions to any broker; and any error in implementation and execution with any broker or any insurance company as it relates to Service B outlined in Proposal;

(ii) The legality or validity of the operations, organization, or structure of Client; and

(iii) The negligent acts or omissions of Client.

Confidentiality and Use of Proprietary Information

Consultant recognizes that certain confidential information may be furnished by the Client to Consultant in connection with its services pursuant to this Agreement ("Confidential Information”). Consultant agrees that it will disclose Confidential Information only to those who, in Consultant’s reasonable determination, have a need to know such information. Confidential Information will not include information that:

(i)             Is in the possession of Consultant prior to its receipt of such information from the Client;

(ii)            Is or becomes publicly available other than as a result of a breach of this Agreement by Consultant;  

(iii)           Is or can be independently acquired or developed by Consultant without violating any of its obligations under this Agreement; or

(iv)           Is general in nature such as Client name, industry, size, location, along with other generally descriptive information used by Consultant for marketing purposes.

However, disclosure by Consultant of any Confidential Information pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, judicial or administrative agency or by a legislative body or committee will not constitute a violation of this Agreement.

Throughout Consultant’s engagement with Client, Consultant’s proprietary based information will be used, shared, and/or communicated to Client. Client is prohibited to share or disclose such information to any other party without receiving Consultant’s written consent to do so.

Client and Consultant agree to comply with all applicable federal and provincial privacy laws, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”), relating to any personal information (as that term is defined in PIPEDA) in their possession.

General

If any provision of this Agreement shall beheld to be invalid, void, illegal or unenforceable in whole or in part, such provision shall be severable from all other provisions herein and the validity, legality and enforceability of such remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts of Ontario.

The parties have requested and agreed that this Agreement be drafted in the English language. Les parties aux présentes ont demandé que le présent contrat soit rédigé dans la langue anglaise.

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INSURance provider general AGREEMENT

Any Service Agreement entered into between DeshCap and any insurance provider, whether such insurance provider is an insurance company or an insurance brokerage, is subject to the terms, conditions, and definitions within this Insurance Provider General Agreement ('General Agreement'), which govern and supersede any terms, conditions, and definitions within any Service Agreement.

Section 1. Definitions

As used in this General Agreement, the following words or expressions shall mean:

1. Service Agreement: the agreement entered into between DeshCap and the insurance provider and signed and dated by their respective authorized representatives.

2. Policy: any single or group of insurance policies belonging to a Client of DeshCap as governed by the Insured Service Agreement section of this Terms of Use, on which DeshCap provides or provided risk management services to an insurance provider and subject to a Service Agreement, as negotiated or last amended between DeshCap and such insurance provider. Policy includes all extensions and endorsements attached to such Policy, including but not limited to extended reporting periods (also known as a run-off policy), midterm changes in coverage, new Policies bought in conjunction with Policy, and new policies bought as a result of a Change in Control Event, as stipulated in the Change in Control Event section of this General Agreement, whether or not Client is a surviving or controlling legal entity of such Change in Control Event.

Under no circumstances shall an insurance provider change the terms of any Policy without the written and explicit consent of DeshCap. In the event a Policy is changed by an insurance provider without the written and explicit consent of DeshCap, DeshCap has the right to terminate for cause its Service Agreement with such insurance provider with immediate notice and subject to a termination penalty equal to the present value of the Fee perpetuity determined by the following formula: Fee perpetuity equals to the latest Fee divided by Discount Rate. For the purpose of this clause, Discount Rate shall equal the Canada 10-yr Government Bond Yield at the time of termination for cause of Service Agreement.

3. Fee: the Fee as defined within the Service Agreement and subject to the Policy terms and conditions structured and negotiated by DeshCap only for its Client. Fee is due to DeshCap according to the Payment obligation stipulated within the Service Agreement as long as the insurance provider that is a counter party of such Service Agreement continues to be the insurance provider of Client, unless the Service Agreement is terminated at will or for cause and subject to any termination penalties stipulated within the Service Agreement or this General Agreement.

4. Client: a client of DeshCap as governed by the Insured Service Agreement section of this Terms of Use and/or subject to the Change in Control section of this General Agreement. Client includes all client operations sold or merged as part of a Change in Control Event whether or not Client is a surviving or controlling legal entity of such Event and whether or not Client is a named insured on any insurance policy post Client Event.

Section 2. Change in Control Event

A Change in Control Event includes any type of merger, acquisition, or event that impacts the shareholding and/or voting structure of Client or Insurance Provider.

1. Client Event

In the event of a change in control Event that impacts the shareholding and/or voting structure of a Client resulting in a newly formed entity ('New Group') whereby Client is not the surviving or controlling legal entity or parent entity: Policy includes the portion of New Group's coverage and premium allocated to the operations of Client ('Post-Event Premium'), whether or not Client is a surviving legal entity of such Event and whether or not Client is a named insured on any of New Group's insurance policies. The Post-Event Premium would equal to New Group's insurance policy premium times the average of (i) percentage (%) of New Group's gross revenue contributed by Client, and (ii) percentage % of New Group's Profit Before Tax contributed by Client. For example, if the premium of New Group's insurance policy is $100,000.00, and (i) Client contributed 50% of New Group's gross revenue, and (ii) Client contributed 10% of New Group's Profit Before Tax, then the Post-Event Premium = $100,000.00 x ((50+10)/2)%) or $30,000.00.

2. Insurance Provider Event

In the event of a change in control Event that impacts the shareholding and/or voting structure of an Insurance Provider: Service Agreement remains in force and subject to terms and conditions within this General Agreement.

Section 3. Data Gathering

DeshCap has the right to form an opinion and gather data on any insurance provider, whether or not subject to a Service Agreement, for the purpose of rankings, risk scorings, Request for Proposals (RFPs), marketing, and general research and development.