Insurance Brokers (Policy Wording)

Transcription

Allianz Global Corporate & Specialty – Pacific
Allianz Professional
Indemnity Insurance
Insurance Brokers
Policy Wording
Table of Contents
GENERAL INFORMATION ..................................................................................................... 5
POLICY W ORDING .............................................................................................................. 8
I NSURING CLAUSES ........................................................................................................... 8
C IVIL L IABILITY .............................................................................................................. 8
INQUIRY COSTS ............................................................................................................. 8
I NSURING CLAUSE CLARIFICATIONS ..................................................................................... 8
D EFAMATION ................................................................................................................. 8
BREACH OF P RIVACY ...................................................................................................... 8
INTELLECTUAL PROPERTY ............................................................................................... 8
JOINT VENTURES ............................................................................................................ 8
LOSS OF D OCUMENTS ..................................................................................................... 9
MISLEADING OR D ECEPTIVE CONDUCT .............................................................................. 9
VICARIOUS LIABILITY ....................................................................................................... 9
EXT ENSIONS ..................................................................................................................... 9
ADMINISTRATORS AND EXECUTORS .................................................................................. 9
ADVANCEMENT OF D EFENCE COSTS ................................................................................. 9
AUTOMATIC C OVER FOR N EW SUBSIDIARIES ...................................................................... 9
CONTINUOUS C OVER.................................................................................................... 10
COURT ATTENDANCE.................................................................................................... 10
DOMESTIC PARTNERS ................................................................................................... 10
EMERGENCY COSTS A DVANCEMENT ............................................................................... 11
EXTERNAL D ISPUTE R ESOLUTION ................................................................................... 11
FRAUD AND D ISHONESTY .............................................................................................. 11
MITIGATION COSTS ....................................................................................................... 11
NON-R ENEWAL DISCOV ERY P ERIODS .............................................................................. 11
PANEL SOLICITORS ...................................................................................................... 12
AGC&S Professional Indemnity Insurance Policy for Insurance Brokers (May 2014)
Policy reference: POL734AGCS 05/14
Page 1
PUBLIC R ELATIONS EXPENSES ....................................................................................... 12
RUN- OFF AFTER TRANSACTION ...................................................................................... 12
SEVERABILITY AND NON-IMPUTATION .............................................................................. 12
OPTIONAL EXT ENSIONS .................................................................................................... 13
AUTHORISED R EPRESENTATIV ES .................................................................................... 13
BREACH OF P RIVACY .................................................................................................... 13
EMPLOYMENT P RACTICES L IABILITY ................................................................................ 14
FIDELITY INSURANCE .................................................................................................... 14
OFFICERS’ L IABILITY ..................................................................................................... 14
W ORKPLACE STATUTORY LIABILITY I NSURANCE ................................................................ 15
D EFINITIONS ................................................................................................................... 15
EXCLUSIONS ................................................................................................................... 21
ANTICOMPETITIVE CONDUCT .......................................................................................... 21
BODILY INJURY / PROPERTY DAMAGE............................................................................... 21
CLAIMS S ETTLEMENT A UTHORITY ................................................................................... 21
CONDUCT ................................................................................................................... 21
CONTRACTUAL LIABILITY / GUARANTEE OR W ARRANTY ...................................................... 21
EMPLOYER’S INDEMNITY ................................................................................................ 22
EMPLOYMENT PRACTICES LIABILITY ................................................................................. 22
FINANCIAL ADVICE ....................................................................................................... 22
INSURER INSOLVENCY AND MANAGEMENT ........................................................................ 22
INSOLVENCY ............................................................................................................... 22
INSURED V INSURED ..................................................................................................... 22
OCCUPIER’S LIABILITY ................................................................................................... 22
POLLUTION ................................................................................................................. 23
PRIOR CLAIMS / C IRCUMSTANCES ................................................................................... 23
R ETROACTIVE DATE...................................................................................................... 23
TRADING DEBTS ........................................................................................................... 23
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USA J URISDICTION CLAIMS ........................................................................................... 23
VEHICLES ................................................................................................................... 23
W AR AND TERRORISM .................................................................................................. 23
FIDELITY EXCLUSIONS ...................................................................................................... 24
COSTS, F EES AND EXPENSES ........................................................................................ 24
D ISCOVERY OUTSIDE THE POLICY PERIOD ....................................................................... 24
INDIRECT D IRECT F INANCIAL LOSS .................................................................................. 24
PROPRIETARY INFORMATION, TRADE S ECRETS AND INTELLECTUAL PROPERTY ...................... 24
SEGREGATION OF D UTIES ............................................................................................. 24
CLAIMS CONDITIONS ........................................................................................................ 25
NOTIFICATIONS ............................................................................................................ 25
MITIGATION ................................................................................................................. 25
COOPERATION............................................................................................................. 25
D EFENCE AND S ETTLEMENT .......................................................................................... 26
ALLOCATION................................................................................................................ 26
D ISPUTES ................................................................................................................... 26
INSURER’S C ONSENT .................................................................................................... 26
R ELATED CLAIMS/INQUIRIES .......................................................................................... 26
GENERAL PROVISIONS ..................................................................................................... 27
ASSIGNMENT ............................................................................................................... 27
CANCELLATION ............................................................................................................ 27
CHANGE OF CONTROL .................................................................................................. 27
ENTIRE AGREEMENT..................................................................................................... 27
FOREIGN C URRENCY S ETTLEMENTS ............................................................................... 28
GST .......................................................................................................................... 28
PLURALS, H EADINGS AND TITLES, INTERPRETATION .......................................................... 28
SCOPE AND GOV ERNING LAW ........................................................................................ 28
SUBROGATION............................................................................................................. 29
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TERMINATION OF F IDELITY INSURANCE COVER ................................................................. 29
LIMIT AND R ET ENTION ...................................................................................................... 29
LIMIT OF L IABILITY ........................................................................................................ 29
OTHER INSURANCE / INDEMNIFICATION ............................................................................ 30
R ETENTION ................................................................................................................. 30
POLICY ADMINISTRATION .................................................................................................. 30
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General Information
The General Information set out below is provided for
W ho does the duty apply to?
your (the Insured’s) information only. It does not form
The duty of disclosure applies to You and everyone
part of the insurance contract with you, and is not
that is an insured under the Policy. If You provide
part of the policy. Nothing contained in the General
information for another insured, it is as if they
Information imposes contractual obligations on you,
provided it to Us.
or creates contractual rights. These are contained in
the policy and any endorsement.
W hat happens if the duty of disclosure is not
c o mplied with?
Your Duty of Disclosure
If the duty of disclosure is not complied with We may
cancel the Policy and/or reduce the amount We pay
Before You (the Insured) enter into the Policy with Us
if You make a claim. If fraud is involved, We may treat
(the Insurer), the Insurance Contracts Act 1984
the Policy as if it never existed, and pay nothing.
requires You to disclose to Us every matter that you
know or could reasonably be expected to know is
Claims Made
relevant to Our decision whether and on what terms
Your application for insurance is acceptable and to
calculate how much premium is required for Your
insurance.
This policy operates on a ‘claims made and notified’
basis. This means that the policy covers you (the
Insured) for claims made against you and notified to
us (the Insurer) during the Period of Insurance.
You have the same duty to disclose those matters to
Us before You renew, extend, vary or reinstate the
Policy.
The policy does not provide cover in relation to Prior
Claims/Circumstances (as set out in the relevant
exclusion) nor in relation to acts, errors, omissions or
The duty applies until the Policy is entered into, or
where relevant, renewed, extended, varied or
reinstated (Relevant Time). If anything changes
other conduct which first takes place before the
Retroactive Date of the policy (if such a date is
specified).
between the time You provide answers or make
disclosure and the Relevant Time, You need to tell Us.
W hat You do not need to tell Us
Where you give notice in writing to us of any facts
that might give rise to a Claim against you as soon as
reasonably practicable after you become aware of
You do not need to tell Us about any matter that:
those facts but before the expiry of the period of

diminishes Our risk;
insurance, you may have rights under Section 40(3)

is of common knowledge;
indemnified in respect of any Claim subsequently

We know or should know as an insurer; or
made
of the Insurance Contracts Act 1984 to be

We tell You We do not need to know.
against you arising from those facts
notwithstanding that the Claim is made after the
expiry of the period of insurance. Any such rights
arise under the legislation only. The terms of the
policy and the effect of the policy is that you are not
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covered for Claims made against you after the expiry
If you need to confirm any policy transaction or clarify
of the period of insurance unless such Claim is made
any of the information contained in this policy
during the Discovery Period or under the Extension
document or if you have any other queries, please
for Run-off After Transaction.
contact any of our offices or refer to our website at
General Insurance Code
of Practice
www.allianz.com.au.
We (the Insurer) are a signatory to the General
Insurance Code of Practice. The Code aims to raise
standards of practice and service in the insurance
industry. It:

promotes better communication between
insurers and customers which will lead to better
public understanding of insurance to allow
customers to make informed choices, and

outlines good standards of practice and service
to be met by insurers to enhance their
reputation for responding efficiently to their
customers’ needs.
Dispute Resolution
Process
If this insurance has been issued through an
insurance intermediary
If your policy has been arranged through our agent,
or a broker who is acting under an agency
arrangement such as a binder with us, then they are
acting as our agent and not as your agent. They will
tell you when this is the case.
If Your Policy has been arranged by a broker, other
than a broker acting under such an agency
arrangement with us, then the broker is acting as
your agent.
Where this Policy has been arranged through an
intermediary a commission may be payable by us to
them for arranging the insurance.
Privacy Notice
At Allianz, we (the Insurer) give priority to protecting
the privacy of your (the Insured’s) personal
information.
We do this by handling personal
We (the Insurer) will do everything possible to
information in a responsible manner and in
provide a quality service to you (the Insured).
accordance with the Privacy Act 1988 (Cth).
However, we recognise that occasionally there may
be some aspect of our service or a decision we have
made that you wish to query or draw to our attention.
We have a Complaints and Dispute Resolution
Procedure which undertakes to provide an answer to
your complaint within fifteen (15) working days.
Ho w We Collect Your Personal Information
We usually collect your personal information from
you or your agents. We may also collect it from our
agents and service providers; other insurers and
insurance reference bureaus; people who are
involved in a claim or assist us in investigating or
If you would like to make a complaint or access our
processing claims, including third parties claiming
internal dispute resolution service please contact our
under
nearest office and ask to speak to a dispute resolution
practitioners; third parties who may be arranging
specialist.
insurance cover for a group that you are a part of; law
Co ntact for assistance or confirmation of cover
enforcement,
your
policy,
and medical
dispute resolution, statutory and
witnesses
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regulatory bodies; marketing lists and industry
in Australia or overseas. The countries this
databases; and publicly available sources.
information may be disclosed to will vary from time
W hy We Collect Your Personal Information
to time, but may include Canada, Germany, New
Zealand, United Kingdom, United States of America
We collect your personal information to enable us to
and other countries where the Allianz Group has a
provide our products and services, including to
presence or engages subcontractors. We regularly
process and settle claims; offer our products and
review the security of our systems used for sending
services and those of our related companies, brokers,
personal information overseas. Any information
intermediaries and business partners that may
disclosed may only be used for the purposes of
interest you; and conduct market or customer
collection detailed above and system administration.
research to determine those products or services that
may suit you. You can choose not to receive product
or service offerings from us (including product or
Ac cess to Your Personal Information and
Co mplaints
service offerings from us on behalf of our brokers,
You may ask for access to the personal information
intermediaries and/or our business partners) or our
we hold about you and seek correction by calling
related companies by calling the Allianz Direct
1300 360 529 EST 8am–6pm, Monday to Friday. Our
Marketing Privacy Service Line on 1300 360 529, EST
Privacy Policy contains details about how you may
8am to 6pm Monday to Friday, or going to our
make a complaint about a breach of the privacy
website’s Privacy section at www.allianz.com.au.
principles contained in the Privacy Act 1988 (Cth)
W ho We Disclose Your Personal Information To
and how we deal with complaints. Our Privacy Policy
is available at www.allianz.com.au.
We may disclose your personal information to others
with whom we have business arrangements for the
purposes listed in the paragraph above or to enable
Te lephone Call Recording
We may record incoming and/or outgoing telephone
them to offer their products and services to you.
calls for training or verification purposes. Where we
These parties may include insurers, intermediaries,
have recorded a telephone call, we can provide you
reinsurers, insurance reference bureaus, related
with a copy at your request, where it is reasonable to
companies, our advisers, persons involved in claims,
do so.
external claims data collectors and verifiers, parties
that we have an insurance scheme in place with
under which you purchased your policy (such as a
financier or motor vehicle manufacturer and/or
dealer). Disclosure may also be made to government,
law enforcement, dispute resolution, statutory or
regulatory bodies, or as required by law.
Disclosure Overseas
Your personal information may be disclosed to other
companies in the Allianz Group, business partners,
reinsurers and service providers that may be located
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Policy Wording
Except as otherwise provided herein, this policy covers only Claims or Inquiries first made against the
Insured and reported in the Policy Period, or Discovery Period if applicable.
Subject to the payment of, or agreement to pay, the premium to the Insurer, the Insurer will pay Loss and
other amounts to or on behalf of the Insured in accordance with and subject to the terms and conditions
of this policy. All terms, exclusions and conditions apply to the Insuring Clauses, Insuring Clause
Clarifications and Extensions.
Insuring Clauses
Civ il L iab ility
The Insurer shall pay to or on behalf of the Insured all Loss resulting from any Claim for Civil Liability.
Inq uiry Co sts
The Insurer shall pay to or on behalf of the Insured all Legal Representation Costs.
Cover for Legal Representation Costs shall not exceed AUD$500,000 and shall be part of and not in
addition to the Limit of Liability.
Insuring Clause Clarifications
De famatio n
The Insurer shall pay to or on behalf of the Insured all Loss resulting from any Claim for Civil Liability for
defamation, slander, libel or injurious falsehood.
B re ac h o f P riv ac y
breach of privacy or duty of confidentiality.
Inte lle c tual P ro p e rty
breach of intellectual or industrial property or trade secret whether registered or unregistered, including
but not limited to trade marks, designs, patents, copyright and analogous rights.
Jo int v e nture s
The Insurer will pay to or on behalf of the Policyholder all Loss resulting from any Claim for Civil Liability
against any joint venture of which the Policyholder forms part, provided that the Policyholder has declared
in the Submission all fees/turnover received from any such joint venture. The liability of the Insurer shall be
proportionate to the lowest of:
(i) the percentage of the share capital of the joint venture owned by the Policyholder; or
(ii) the percentage of the voting control of the joint venture exercised by the Policyholder.
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This Clause shall provide cover to the Policyholder only. No other participant in such joint venture and no
other third party shall have any rights under this policy, and neither shall the Insurer be liable to pay a
contribution to any insurer of any other participant in such joint venture.
L o ss o f Do c ume nts
The Insurer shall pay to or on behalf of the Insured all Loss resulting from any Claim for Civil Liability for the
unintentional destruction, damage, misplacement, deletion or loss of Documents while in the physical
custody or control of the Insured and for which the Insured is legally responsible.
For the purposes of this Insuring Clause Clarification, Documents means any documents including
computer records and electronic data other than any negotiable instrument.
Misle ad ing o r De c e p tiv e Co nd uc t
The Insurer shall pay to or on behalf of the Insured all Loss resulting from any Claim for Civil Liability for any
actual or alleged misleading or deceptive conduct at law or under the Competition and Consumer Act
2010 (Cth), Trade Practices Act 1974 (Cth), Australian Securities and Investments Commission Act
2001(Cth), Corporations Act 2001 (Cth) or any equivalent provisions in the State Fair Trading Acts, or their
respective successor legislation
Vic ario us liab ility
The definition of Claim includes the provision of Professional Services by any other person on behalf of the
Policyholder and for which the Policyholder is, or is alleged to be, legally liable.
Extensions
Ad ministrato rs and Ex e c uto rs
The definition of Insured is extended to include the legal representatives, heirs, assigns or estates of the
Policyholder if the Policyholder is a natural person and of an Officer or Employee in the event of their death,
incapacity, insolvency or bankruptcy but solely in respect of their personal liability for Loss arising from a
Claim for an act, error, omission or other conduct of such Policyholder, Officer or Employee.
Ad v anc e me nt o f De fe nc e Co sts
The Insurer shall advance Defence Costs covered by this policy promptly after sufficiently detailed
invoices for those costs are received by the Insurer. However, any Defence Costs that are actually paid
shall be repayable to the Insurer by the Insured in the event and to the extent that it is determined under
the policy that they were not entitled to a payment of Defence Costs. The Conduct Exclusion will not
apply until the conduct is established by final adjudication of a judicial or arbitral tribunal or by a written
admission by an Insured.
Cover under this Extension shall not exceed the Limit of Liability.
Auto matic Co v e r f o r Ne w S ub sid iarie s
For the purposes of this Extension, the definition of Subsidiary is extended to mean any entity that for the
first time during the Policy Period, the Policyholder either directly or indirectly:
(i) controls the composition of the board of directors;
(ii) controls more than half of the voting power; or
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(iii) holds more than half of the issued share capital.
Subsidiary shall not include any entity that meets the criteria in (i) – (iii) above for the first time during the
Policy Period where such entity, at the date of its acquisition by the Policyholder:
a)
has total annual gross fees or turnover which is more than 20% of the Policyholder’s annual gross fees
or turnover in the 12 months prior to inception of the policy;
b) has incurred any loss of the type covered by this policy with a quantum greater than the Retention
within the past 5 years of operating as the former business;
Should the Policyholder wish for cover to be extended to include entities not automatically covered by the
foregoing, then the Policyholder shall give the Insurer sufficient details to permit the Insurer to assess and
evaluate the potential increase in exposure. The Insurer shall have the right, but not the obligation, to
offer cover for such an entity on such additional terms, conditions, exclusions and additional premium as
the Insurer may require.
Cover provided by this Extension applies only in respect of acts, errors, omi ssions or other conduct
allegedly committed after the entity meets the criteria in (i) – (iii) above.
Co ntinuo us Co v e r
Cover is provided under this policy for any Claim or Inquiry arising from facts or conduct within the Prior
Claims/Circumstances Exclusion (iii), provided always that:
(i) the Insured did not first know, nor ought reasonably to have first known, before the Continuity Date of
the potential for the Claim or Inquiry to arise from those facts or conduct; and
(ii) cover provided under this Extension shall be subject to the Insurer's discretion to apply the terms,
conditions, exclusions and limitations of the policy under which the relevant fact or conduct could
have been notified or the terms, conditions, exclusions and limitations of this policy, but in no
circumstances shall the cover granted by this Extension be wider than the remaining terms and
conditions of this policy (including the Limit of Liability and Retention); and
(iii) the Insured all agree not to claim under more than one policy issued by the Insurer; and
(iv) there has been no fraudulent non-disclosure or misrepresentation by the Insured in respect of the
facts or conduct.
Co urt Atte nd anc e
The Insurer shall pay the Policyholder AUD$500 per person for each day that an Officer or Employee is
legally compelled to and does attend court to give evidence in connection with a Claim. The Retention
does not apply to this Extension.
Do me stic P artne rs
The definition of Insured is extended to include any spouse or civil partner of the Policyholder if the
Policyholder is a natural person and of an Officer or Employee for Loss arising from a Claim for an act, error,
omission or other conduct of such Officer or Employee only and in which the spouse or partner had no
involvement and is due solely to the spouse or civil partner’s status as such.
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Eme rg e nc y Co sts Ad v anc e me nt
If the written consent of the Insurer cannot be reasonably obtained before Defence Costs, Legal
Representation Costs, and Public Relations Expenses are incurred by an Insured, the Insurer agrees to give
retrospective approval for such amounts incurred by the Insured over a period of up to 30 days after
incurring the first of such amounts.
Cover under this Extension shall not exceed 10% of the Limit of Liability and shall be part of and not in
addition to the Limit of Liability.
Notwithstanding the above:
(i) if it is established that there is no entitlement to indemnity under this policy for the specific amou nts
advanced under this Extension, the Insured must repay such amounts to the Insurer immediately;
(ii) the Insured must give written notice to the Insurer of the Claim or Inquiry which was the subject of the
emergency as soon as practicable, together with reasons why an emergency existed.
External Dispute Resolution
The definition of Damages is extended to include any amount that an Insured is legally liable to pay to a
third party as monetary compensation in respect of findings or awards rendered against such Insured by
an ASIC approved external dispute resolution scheme.
F raud and Disho ne sty
The Insurer shall pay to or on behalf of the Insured all Loss resulting from a Claim for Damages which, but
for the Conduct Exclusion, would have been covered under this policy, provided that no cover is provided
to any Insured committing or acquiescing in the act or omission that would otherwise have resulted in the
Conduct Exclusion applying.
Mitig atio n c o sts
The Insurer shall indemnify the Policyholder for Claim Prevention Costs and Expenses.
Cover for Claim Prevention Costs and Expenses shall not exceed 10% of the Limit of Liability and shall be part
of and not in addition to the Limit of Liability.
No n -Re ne wal Disc o v e ry P e rio d s
If this policy is neither renewed nor replaced with professional indemnity insurance at or after expiry of
the Policy Period, the Insured shall be entitled to a Discovery Period of:
(i) 60 days, granted automatically with no additional premium payable; or
(ii) 12 months, upon payment of an additional premium of 90% of the annual premium in effect
immediately before the expiry of the Policy Period.
The Policyholder must make any request for such a Discovery Period in writing, and pay any applicable
additional premium, within 30 days after the expiry of the Policy Period. A Discovery Period is not
cancellable by the Policyholder and any premium payable for a Discovery Period is non-refundable. No
Discovery Period is available if this policy is cancelled or avoided by the Insurer, or there has been a
Transaction before the expiry of the Policy Period.
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For the purposes of this Extension, Discovery Period means the automatic 60 day period, or the optional
period of 12 months from the expiry of the Policy Period during which the Insured may notify Claims made
in that period in respect of acts, errors, omissions or other conduct committed before expiry of the Policy
Period. The automatic 60 day Discovery Period is part of and not in addition to the optional 12 month
period if granted.
P ane l S o lic ito rs
Any Insured is entitled during the Policy Period to free advice of one hour from any one firm listed on the
Allianz Global Corporate & Speciality Professional Indemnity Panel of Solicitors which relates to a matter
which may give rise to coverage under this policy. The Insurer consents to any firm listed on the Allianz
Global Corporate & Speciality Professional Indemnity Pane l of Solicitors being retained to act for an
Insured in respect of any Claim covered under the policy.
P ub lic Re latio ns Ex p e nse s
The Insurer shall pay to or on behalf of the Policyholder all Public Relations Expenses.
Cover for Public Relations Expenses shall not exceed AUD$50,000 and shall be part of and not in addition to
the Limit of Liability.
Run-o ff afte r Transac tio n
In the event of a Transaction, then on application by the Policyholder no later than 30 days after the
Transaction is completed or becomes effective, the Insurer will extend cover to apply in respect of Claims
first made against an Insured within a period of 84 calendar months from the expiry date of the Policy
Period but only for Claims that arise from acts, errors, omissions or other conduct occurring prior to the
date of such Transaction. This Extension is only available if the Policyholder accepts the additional terms,
conditions, exclusions or premium as the Insurer may require.
If cover is so extended, the Extension for Automatic Cover for New Subsidiaries, and the Extension for
Non-renewal Discovery Periods are deleted from this policy from the effective date of such Transaction.
S e v e rab ility and No n -Imp utatio n
If the Insurer is entitled to avoid this policy from inception or from the time of any variation in cover due to
fraudulent non-disclosure or misrepresentation by the Insured, the Insurer agrees to waive that right and
shall maintain cover for each Insured, subject to all policy terms, to the extent that such Insured was not
involved in or aware of any such conduct. The Insured agree that the Insurer is entitled to reduce its
liability to nil in accordance with Section 28(3) of the Insurance Contracts Acts (Cth) in respect of those
Insured who were involved in or aware of such conduct.
Where there is non-disclosure or misrepresentation which is not fraudulent, the Insurer waives its rights, if
any, under Section 28(3) of the Insurance Contracts Act (Cth).
In determining whether coverage is available, except in respect of the Prior Claims / Circumstances
Exclusion part (iii):
(i) no conduct of, facts known to or knowledge or information possessed by any one Officer or Employee
is to be imputed to any other Officer or Employee; and
(ii) only the conduct of, facts known to and knowledge or information possessed by any past, present or
future chief executive officer, chief financial officer, chief operating officer, managing director,
chairman, company secretary, chief legal officer, chief risk officer or any person who holds an
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equivalent position, of the Policyholder or any Subsidiary will be imputed to the Policyholder and the
relevant Subsidiary.
Optional extensions
Authorised Representatives
The definition of Insured is extended to include any:
(i) past or present Authorised Representative of the Policyholder as at the date of commencement of the
Policy Period; and
(ii) natural person or entity who becomes an Authorised Representative of the Policyholder during the
Policy Period, provided that within 60 days of the natural person or entity becoming an Authorised
Representative the Policyholder has:
(a) provided the Insurer with an approved supplementary proposal form which has been
satisfactorily completed by the new Authorised Representative; and
(b) provided the Insurer with any other information requested in respect of the new Authorised
Representative; and
(c) agreed to any amendments to the terms, Condition or Exclusions of this policy as required by the
Insurer; and
provided that where any natural person or entity operates as an Authorised Representative of the
Policyholder and another Australian Financial Services licensee, the Authorised Representative will only be
covered under this Extension for Professional Services provided on behalf of the Policyholder.
B re ac h o f P riv ac y
The Insurer will pay the reasonable and necessary expenses (“Response Costs”) incurred by the Insured,
with the prior consent of the Insurer, to notify any client, third party or regulator in accordance with the
Insured’s legal or regulatory duties as a result of any actual, alleged or suspected breach of privacy first
discovered and reported during the Period of Insurance, in relation to personal information collected
during the provision of Professional Services, regardless of whether a Claim has been made against the
Insured.
Response Costs shall not include:
(i) Public Relations Expenses;
(ii) wages, overtime, salaries or fees to Officers or Employees;
(iii) cost to comply with any injunctive relief;
Notwithstanding the definition of Loss, the Insurer will also pay fines and penalties arising from an actual,
alleged or suspected breach of privacy under the Privacy Act 1988 (Cth), amendments thereto or similar
legislation for the same purpose that is first discovered and reported during the Period of Insurance.
Cover for Response Costs and fines and penalties arising from a breach of privacy shall not exceed
AUD$100,000 and shall be part of and not in addition to the Limit of Liability.
Page 13
Emp lo yme nt P rac tic e s L iab ility
Notwithstanding the Employer’s Indemnity and Employment Practices Liability Exclusion, the Insurer will
pay on behalf of any Insured all Loss resulting from any Claim where liability results directly from the
employment or prospective employment of any Employee of the Policyholder.
Cover under this Extension shall not exceed AUD$50,000 and shall be part of and not in addition to the
Limit of Liability.
For the purposes of cover under this Extension only:
(i) Claim need not arise from the provision of Professional Services; and
(ii) The definition of Employee is extended to include a natural person who is a prospective employee
(but not a prospective Officer) who is not necessarily engaged under a contract of employment with
the Policyholder or any Subsidiary.
F id e lity Insuranc e
Notwithstanding the Conduct Exclusion, the Insurer shall indemnify the Policyholder for Direct Financial
Loss in Australia or New Zealand Discovered and notified to the Insurer during the Policy Period resulting
directly from any dishonest, fraudulent or malicious acts of any Employee or Officer, whether committed
alone or in collusion with others.
Cover for Direct Financial Loss under this Extension shall not exceed AUD$50,000 and shall be part of and
not in addition to the Limit of Liability.
O ffic e rs’ L iab ility
Cover under this policy is extended to include any:
(i) Claim made against an Officer of the Policyholder or any Subsidiary; or
(ii) Inquiry where an Officer of the Policyholder or any Subsidiary is identified in writing is required to
attend or produce documents or answer questions;
provided that neither the Policyholder nor the Subsidiary is a public listed company.
For the purposes of this Extension, the definition of Insured is amended to include any Officer of the
Policyholder or any Subsidiary whilst acting in their capacity as such and the definition of Claim is amended
to delete the words 'That arises from the provision of Professional Services by any Insured'.
This Extension shall not cover Loss or payments in respect of any Claim or Inquiry:
(a) for any physical injury, sickness, disease, death nervous shock, emotional distress, mental anguish or
mental injury of any person; or damage to or loss of or destruction of tangible property or loss of use
thereof.
(b) brought by or on behalf of any Major Shareholder against any Officer.
(c) based on, arising out of, related or attributable to the actual or intended private placement or public
offering of any debt or equity.
For the purposes of this Extension:
(i) “Major Shareholder” means any securities holder who has or had direct or indirect control or
ownership of 15% or more of the issued share capital of the Policyholder or any Subsidiary.
(ii) The Continuity Date is the date when this Extension was first provided.
Page 14
Limit of Liability.
W o rkp lac e S tatuto ry L iab ility Insuranc e
Notwithstanding the definition of Loss, the Conduct Exclusion, the Employer’s Indemnity Exclusion and the
Employment Practices Liability Exclusion, the Insurer will pay on behalf of any Insured all Defence Costs and
any fines or penalties in connection with any Claim first brought against an Insured for an act, error,
omission or other conduct that gives rise to a notifiable incide nt under work health and safety legislation
in Australia or New Zealand.
However, this Extension shall not cover Loss or payments in respect of any Claim or Inquiry arising out of,
based upon or attributable to a contravention of Section 31 Work Health and Safety Act 2011 (Cth) or its
equivalent in any State or Territory of Australia or any amendment, consolidation or re -enactment thereof
or any similar law anywhere in Australia or New Zealand.
Limit of Liability.
Definitions
Aus tralian Financial Services Licence means a licence issued by the Australian Securities and Investments
Commission covering the provision of the Professional Services.
Aut horised Repres ent at ive means any natural person or entity that is authorized in writing to provide a
specified financial service or services on behalf of an Australian Financial Services Licence holder in
accordance with Part 7.6 Division 5 of the Corporations Act 2001.
Civil Liabilit y means a legally enforceable obligation to a third party.
Claim means the earliest of any:
(i) verbal or written demand for Damages or non-pecuniary relief;
(ii) confirmation in writing of an intention to pursue an action for Damages or non-pecuniary relief;
(iii) the commencement of civil or criminal proceedings;
(iv) any request to suspend or waive any statute of limitation;
to or against an Insured that arises from the provision of Professional Services by any Insured.
A Claim is first made against an Insured when the demand, confirmation or request is received by the
Insured or the proceeding is served on the Insured.
Claim Prevention Costs and Expenses means all reasonable payments incurred by the Insured, following the
notification of a potential Claim to the Insurer during the Policy Period, which payments the Insurer
consents to in writing and which the Insurer determines to be:
(i) directly attributable to; and
(ii) reasonably incurred in;
the prevention of a Claim which, if made, would be covered by this policy.
It does not mean or include:
Page 15
(a) an Insured’s loss of opportunity, revenue or profits;
(b) overheads, staff remuneration or management time of any Insured;
(c) Damages, compensation or other payments made, or consideration given, to customers, clients or
potential claimants;
(d) Any amount once a Claim is made;
(e) Any amount incurred before notification to the Insurer of the potential Claim; or
(f) any other amounts which fall within the definition of Loss.
Cont inuit y Dat e means the date referred to as such in the Schedule of this policy.
Damages means any amount that an Insured shall be legally liable to pay to a third party as monetary
compensation in respect of judgments or arbitral awards rendered against such Insured, or settlements
entered into by the Insured with the prior written consent of the Insurer.
Defence Costs means all reasonable legal fees, costs and expenses, including disbursements for which an
Insured is legally liable and which are incurred by an Insured after a Claim is made, with the prior written
consent of the Insurer (such consent not to be unreasonably delayed or withheld) , in the investigation,
defence, adjustment, settlement or appeal of any Claim.
Dis c overed or Dis c overy means when an Officer first becomes aware of facts which would cause a
reasonable person to believe that a Direct Financial Loss of the kind covered by this policy has been or is
likely to be incurred, even though the exact amount or detail of the Direct Financial Loss may not then be
known.
If the Policyholder is unable to identify an Employee or Officer but proves beyond reasonable doubt that a
Direct Financial Loss must have been caused by a dishonest, fraudulent or malicious act of an Employee or
Officer for which cover would otherwise be granted by this policy, then the Policyholder shall not be
required to specifically identify the Employee or Officer by name.
Direct Financial Loss means direct financial loss suffered by the Policyholder, which is covered under the
Extension for Fidelity Insurance.
Dis c overy Period means that period in the Non-Renewal Discovery Period Extension, as applicable.
Emp loyee means any natural person who is not an Officer and who is, has been or during the Policy Period
becomes expressly engaged under a contract of employment with any Policyholder.
Ext ernal Adminis t rat or means any external trustee, receiver, receiver and manager, liquidator,
administrator, mortgagee in possession or the like or any employees of such person.
Inquiry means
(i)
an investigation, examination or inquiry by any professional body of which the Insured is a member,
or external official person or body having legal authority to conduct an investigation, including a
Royal Commission, into the Professional Services of the Insured and for which:
(a)
the notice or process requiring an Insured to attend or to produce documents or answer
questions is first served during the Policy Period; or
(b)
an Insured is identified in writing during the Policy Period by such authorised person or body as
a target of the investigation, examination or inquiry; or,
Page 16
(ii) a raid on, or on-site visit to, any Insured which first takes place during the Policy Period by a regulator,
government body or any other external official person or body having legal authority to conduct an
investigation into the provision of Professional Services by the Insured and which involves the
production, review, copying or confiscation of documents or interview of any Insured; or
(iii) a public announcement relating to (ii) above made by the authority performing the raid or on -site
visit.
It is not necessary that a Claim is made against the Insured. However, Inquiry does not include:
(a) any of (i), (ii) or (iii) above that relates to an industry event or practice and not specifically to the
conduct of any Insured providing Professional Services; or
(b) routine regulatory supervision, inspection or compliance reviews.
Ins ured means
(i) the Policyholder and any Subsidiary if the Policyholder is incorporated; and
(ii) any Officer but only when acting within the scope of their duties in the performance of Professional
Services (as distinguished from carrying out duties as an Officer of the Policyholder in relation to the
Policyholder’s own affairs); or
(iii) any Employee but only when acting within the scope of their duties in the performance of Professional
Services.
Insured does not mean or include any contractor or any External Administrator or external auditor of the
Policyholder.
Ins urer means Allianz Australia Insurance Limited, AFS Licence No. 234708
Legal Representation Costs means the reasonable legal costs and expenses for which an Insured is legally
liable and which are incurred by that Insured, with the prior consent of the Insurer, not to be unreasonably
withheld, for legal representation in connection with, preparation for, attendance at or compliance with
an Inquiry into the conduct or alleged conduct of any Insured in providing or failing to provide Professional
Services.
Limit of Liabilit y means the amount specified as such in the Schedule.
Los s means the total amount the Insured is legally obligated to pay and shall include:
(i) Damages and awards of claimants’ costs;
(ii) Defence Costs;
(iii) Direct Financial Loss;
(iv) Legal Representation Costs;
(v) Public Relations Expenses;
(vi) Claim Prevention Costs and Expenses.
Loss shall also include Response Costs, but only as defined and provided under the Breach of Privacy
Extension.
Loss does not include any:
(i) taxes;
Page 17
(ii) non-compensatory damages, including aggravated, punitive, multiple, exemplary or liquidated
damages (other than damages for defamation, slander, libel or injurious falsehood);
(iii) fines or penalties (except to the extent that cover is provided under the Extensions for Breach of
Privacy and Workplace Statutory Liability Insurance );
(iv) the costs and expenses of complying with any order for, grant of or agreement to provide injunctive
or other non-monetary relief;
(v) benefits or overheads of, or charges or expenses incurred by any Insured including but not limited to
the cost of any Insured’s time;
(vi) fees or commissions for any Professional Services rendered or required to be rendered by the Insured
or that portion of any settlement or award in an amount equal to such fees, charges, costs,
commissions, or other remuneration, compensation or payment charges;
(vii) matters or amounts which, upon allocation according to Claims Conditon for Allocation, are not
covered under this policy;
(viii) any amount which may be deemed uninsurable or where coverage is not legally permitted under
the law governing this policy or the jurisdiction in which a Claim is brought or the jurisdiction in
which the Insured is located; or
(ix) any benefit to the extent that the provision of insurance coverage a nd/or the provision of such
benefit would expose the Insurer to any breach of applicable sanctions laws.
Offic er means any past, present or future:
(i) partner, principal , director or secretary of the Policyholder or a Subsidiary; or
(ii) person:
(a) who makes, or participates in making, decisions that affect the whole, or a substantial part, of
the business of the Policyholder or a Subsidiary; or
(b) who has the capacity to affect significantly the Policyholder’s or a Subsidiary's financial
standing; or
(c) in accordance with whose instructions or wishes the directors of the Policyholder or a
Subsidiary are accustomed to act (excluding advice given by the person in the proper
performance of functions attaching to the person’s professional capacity or t heir business
relationship with the directors or the Policyholder or a Subsidiary ).
but only for acts, errors, omissions or other conduct committed, or Inquiries involving conduct committed,
while acting in such capacity.
Polic y Period means the period of time specified as such in the Schedule.
Polic yholder means the organisation or natural person(s) specified in the Schedule.
Pollutants means any substance, solid, liquid, gaseous, biological, radiological or thermal irritant, toxic or
hazardous substance, or contaminant, including but not limited to, asbestos, asbestos products, mycota
or by-products, lead, or lead containing products, smoke, vapours, dust, fibres, mould, spores, fungi,
germs, soot, fumes, acids, alkalis, chemicals, air emissions, odour, waste water, oil, oil products, medical
waste and waste materials. Waste materials include but are not limited to recycled, reconditioned or
reclaimed materials including nuclear materials.
Page 18
Premium means the amount specified as such in the Schedule.
Profes s ional Servic es means the provision of advice relating to or dealing in:
(i) general insurance products and/or
(ii) life insurance products and/or
(iii) health insurance products and/or
(iv) premium funding
for a fee or other remuneration provided always that the Insured is both lawfully authorised to provide
such services and provides them on behalf of the Policyholder .
Public Relations Expenses means all reasonable payments incurred by the Insured with the prior written
consent of the Insurer (such consent not to be unreasonably delayed or withheld) for public relations,
crisis management or legal services reasonably required to prevent or minimise adverse or negative
publicity associated with a Claim first made, or Inquiry, during the Policy Period.
It does not mean or include:
(i) Response Costs as defined under the Extension for Breach of Privacy;
(ii) overheads, staff remuneration or management time of any Insured;
(iii) compensation or other payments made to customers, clients or potential claimants;
(iv) fines or penalties; or
(v) the costs and expenses of complying with any order for, grant of or agreement to provide injunctive
or other non-monetary relief.
Related Claim and/or Inquiry means any Claims or Inquiries arising out of, based upon or attributable to:
(i) the same facts;
(ii) the same alleged facts;
(iii) the same circumstances;
(iv) the same act, error, omission or other conduct; or
(v) any continuous or related acts, errors, omissions or other conduct.
Relat ed Direc t Financ ial Los s means
(i) all Direct Financial Loss attributable to any single act, omission or event or to a series of related or
continuous acts, omissions or events. Acts or omissions of one natural personal alone or in collusion
with others shall always be deemed to be related or continuous; or
(ii) if no natural person is identifiable, each and every Direct Financial Loss or series of related Direct
Financial Losses attributable to the same event or series of related events.
Ret ent ion means the amount specified as such in the Schedule. The Retention applies to all Loss.
Submission means each and every signed proposal form, the statements, and representations therein, its
attachments and all other material information submitted to the Insurer in respect of this policy.
Subs idiary means any entity at the commencement of the Policy Period that the Policyholder either directly
or indirectly:
(i) controls the composition of the board of directors;
Page 19
(ii) controls more than half of the voting power; or
(iii) holds more than half of the issued share capital.
For any Subsidiary, cover under this policy shall only apply to Claims for acts, errors, omissions or other
conduct committed, or Inquiries involving conduct committed, while such entity is a Subsidiary of the
Policyholder.
Terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof,
of any person or group(s) of persons whether acting alone or on behalf of or in connection with any
organisation(s) or government(s), committed for political, religious, ideological or similar purposes
including the intention to influence any government and/or to put the public or any section of the public
in fear.
Trans ac t ion means
(i) the Policyholder merges with or consolidates into any other entity; or
(ii) the Policyholder sells a majority of its assets to any person or entity or persons or entities acting in
concert; or
(iii) any person or entity or persons or entities acting in concert acquire, directly or indirectly, more than
50% of the issued share capital of the Policyholder;
(iv) any person or entity or persons or entities acting in concert acquire control of the appointment of the
majority of the Policyholder's directors; or
(v) an External Administrator is appointed to the Policyholder.
Page 20
Exclusions
This policy shall not cover Loss or payments:
Antic o mp e titiv e c o nd uc t
In respect of any Claim or Inquiry arising out of, based upon or attributable to any actual or alleged
restrictive trade practices, restraint of trade or unfair competition.
B o d ily Inju ry/ P ro p e rty Damag e
In respect of any Claim or Inquiry arising out of, based upon or attributable to:
(i) physical injury, sickness, disease or death of a natural person; nervous shock, emotional distress,
mental anguish or mental injury except to the extent that the Loss arises from the provision of
Professional Services by any Insured or is covered under the Defamation Extension; or the
Employment Practice Liability Extension; or the Workplace Statutory Liability Insurance Extension; or
(ii) damage to or loss of or destruction of tangible property or loss of use thereof except to the extent
that the Loss arises from the provision of Professional Services by any Insured or is covered under the
Loss of Documents Extension.
Claims S e ttle me nt Auth o rity
In respect of Loss in connection with any Claim arising out of, based upon or attributable to any actual or
alleged breach by any Insured of a claims settlement authority provided by any insurance company or
mutual fund pursuant to which that Insured is authorised to settle claims brought by third parties against
that insurance company or mutual fund.
Co nd uc t
(i) the gaining of or intentional attempt to gain profit, remuneration or advantage to which the Insured
was not legally entitled; or
(ii) a dishonest, fraudulent, malicious, wilful or criminal act or omission;
in the event that any of the above is established by final adjudication of a judicial or arbitral tribunal or by a
written admission by an Insured. In applying this Exclusion to an Officer or Employee, no conduct of, facts
known to or knowledge or information possessed by any one Officer or Employee is to be imputed to any
other Officer or Employee.
In applying this Exclusion to the Policyholder or any Subsidiary, only the conduct of, facts known to and
knowledge or information possessed by any past, present or future chief executive officer, chief financia l
officer, chief operating officer, managing director, chairman, company secretary, chief legal officer, chief
risk officer or any person who holds an equivalent position, of the Policyholder or any Subsidiary will be
imputed to the Policyholder and the relevant Subsidiary.
Co ntrac tual L iab ility / Guarante e o r W arranty
(i)
any liability under any contract or agreement; or
(ii) any express or implied guarantee or warranty;
Page 21
except to the extent such liability would have attached to the Insured in the absence of such contract or
agreement.
Emp lo ye r’ s ind e mnity
In respect of any Claim or Inquiry arising out of, based upon or attributable to any physical injury, sickness,
disease, death, nervous shock, emotional distress, mental anguish or mental injury of a ny person under a
contract of service or apprenticeship with the Policyholder or any Subsidiary, or arising out of, based upon
or attributable to any breach of any obligation owed by the Policyholder or any Subsidiary as an employer,
except to the extent that cover is provided under the Employment Practices Liability and the Workplace
Statutory Liability Insurance Extensions.
Emp lo yme nt p rac tic e s liab ility
In respect of any Claim or Inquiry arising out of, based upon or attributable to any employment or
prospective employment of any past, present, future or prospective employee of the Policyholder or any
Subsidiary, except to the extent that cover is provided under the Employment Practices Liability Extension.
F inancial Ad v ic e
In respect of Loss in connection with any Claim or Inquiry arising out of, based upon or attributable to the
provision of any advice in respect of any type of financial investment.
Insurer Insolvency and Management
In respect of any Claim or Inquiry arising out of, based upon or attributable to the management or
administration of any insurance company or mutual fund, and/or the insolvency of any insurance
company or mutual fund.
Inso lv e nc y
In respect of any Claim or Inquiry arising out of, based upon or attributable to the insolvency, liquidation,
administration or receivership of an Insured.
Insure d v Insure d
arising out of, based upon or attributable to any Claim made by or on behalf of:
(i) any Insured or any parent, successor or assign of any Insured, or any entity in which an Insured or the
management of the Policyholder has an executive or controlling interest, or such entity’s successor or
assign; or;
(ii) any Officer or Employee unless such Claim is made by or on behalf of an Officer or Employee as a
customer or client of the Policyholder, or the Claim falls under the Employment Practices Liability
Extension.
O c c up ie r’ s liab ility
In respect of any Claim or Inquiry arising out of, based upon or attributable to the ownership, control or
occupation of real property by or on behalf of the Policyholder.
Page 22
P o llutio n
In respect of any Claim or Inquiry arising out of, based upon or attributable to any direction, request or
effort to:
(i) test for, monitor, clean up, remove, contain, treat, detoxify or neutralise Pollutants, or
(ii) respond to or assess the effects of Pollutants.
This Exclusion shall not apply to sudden and accidental release of Pollutants as a result of an act, error,
omission or other conduct by an Insured.
P rio r Claims / Circ umstanc e s
In respect of any Claim or Inquiry based on, arising out of, related or attributable to any:
(i) disclosure to the Insurer in the Submission, of any claim, inquiry, investigation, conduct, fact or matter
regardless of how it is expressed; or
(ii) facts or conduct which have or has been notified under any earlier policy; or
(iii) facts or conduct which any Insured knew, or ought reasonably to have known, prior to the
commencement of this policy might give rise to a Claim or Inquiry; or
(iv) proceeding, inquiry or similar process on foot at the commencement of this policy, or any
proceeding, inquiry or similar process derived from essentially the same facts as in such proceeding,
inquiry or process.
Re tro ac tiv e d ate
In respect of any Claim or Inquiry arising out of, based upon or attributable to any act, error or omission or
other conduct which first takes place before the Retroactive Date (if any) in the Schedule.
Trad ing d e b ts
In respect of any Claim or Inquiry arising out of, based upon or attributable to any trading debt incurred, or
any guarantee in respect of such a debt given, by an Insured.
US A Jurisd ic tio n Claims
In respect of any Claim or Inquiry made or pending within or to enforce a judgement obtained in the
United States of America or any of its territories or po ssessions.
Ve hic le s
In respect of any Claim or Inquiry arising out of, based upon or attributable to the ownership,
maintenance, operation, possession, use, loading or unloading by or on behalf of the Insured of any
watercraft, aircraft, motor vehicle or trailer.
W ar and Te rro rism
In respect of any Claim or Inquiry arising out of, based upon or attributable to any war (declared or
otherwise), Terrorism, warlike, military, terrorist or guerrilla activity, sabotage, force of arms, hostilities
(declared or undeclared), rebellion, revolution, civil disorder, insurrection, usurped power, confiscation,
nationalisation or destruction of or damage to property by or under the order of, any governmental, public
or local authority or any other political or terrorist organisation.
Page 23
Fidelity Exclusions
The following exclusions apply in relation to Fidelity Insurance Extension only.
This Extension shall not cover directly or indirectly:
Co sts, F e e s and Ex p e nse s
all costs, fees and expenses incurred by the Policyholder in connection with the determination of the
existence or amount of Direct Financial Loss covered by this policy.
Disc o v e ry O utsid e the P o lic y P e rio d
Direct Financial Loss:
(i) first Discovered prior to the Inception Date of the Policy Period;
(ii) first Discovered subsequent to the Expiry Date of the Policy Period; or
(iii) sustained prior to the Retroactive Date.
Ind ire c t Dire c t F inanc ial L o ss
Direct Financial Loss which is indirect or consequential.
P ro p rie tary Info rmatio n, Trad e S e c re ts and Inte lle c tual P ro p e rty
Direct Financial Loss arising directly or indirectly from the accessing of, any confidential information
(including but not limited to trade secrets, customer information, patents, trademarks, trade names or
copyrights), except to the extent that any such confidential information is used to support or facilitate the
commission of an act for which cover would otherwise be granted by this policy.
S e g re g atio n o f Dutie s
Direct Financial Loss from any:
(i) dishonest, fraudulent or malicious acts committed by an Employee or Officer who prepares cheque
requisitions and also has cheque signing authority;
(ii) cheques that are not countersigned;
(iii) transfers of funds not authorised by two or more Officers and/or Employees; or
(iv) any dishonest, fraudulent or malicious acts committed by an Officer or Employee who is responsible
for reconciliation of accounts and/or record keeping and who also authorises payments to a third
party or handles bank deposits.
Page 24
Claims Conditions
No tific atio ns
The Policyholder shall give written notice to the Insurer of any Claim first made against an Insured or
Inquiry during the Policy Period or Direct Financial Loss Discovered as soon as reasonably practicable
following first awareness of such Claim, Inquiry or Direct Financial Loss by an Insured.
All notifications must be in writing to:
AL L IANZ CL AIMS
Claims Manager - Financial Lines
Allianz Global Corporate & Specialty - Pacific
Allianz Australia Insurance Limited
Forecourt Building, 2 Market Street
Sydney NSW 2000
Australia
Tel: +612 9390 6239
Email: agcs.fl.claims@allianz.com.au
If posted, the date of posting shall constitute the date that notice was given, and proof of posting shall be
sufficient proof of notice.
Notice of any Claim or Inquiry must include full particulars, including but not limited to (i) full details of
such Claim or Inquiry (ii) the parties involved and (iii) a copy of any document commencing proceedings,
or any written notice of any Inquiry.
The Insurer must be advised, within a reasonable time of any notification, of any other insurance policy
which may apply to any Loss covered under this policy.
Mitig atio n
The Insured shall use due diligence and do and concur in doing all things reasonably practicable to avoid
or diminish any Loss under this policy.
Co o p e ratio n
The Insured shall at their own cost:
(i) render all reasonable assistance to the Insurer and co-operate in the defence of any Claim and/or
Inquiry and the assertion of indemnification and contribution rights; and
(ii) give such information and assistance to the Insurer as the Insurer may reasonably require to enable it
to investigate any Loss or determine the Insurer’s liability under this policy.
Page 25
De fe nc e and S e ttle me nt
The Insurer does not assume any duty to defend, and the Insured shall defend and contest any Claim
made against them unless the Insurer, in its sole and absolute discretion, elects in writing to take over and
conduct the defence and settlement of any Claim. If the Insurer does not so elect, it shall be entitled, but
not required, to participate fully in such defence and the negotiation of any settlement.
If there is any dispute between the Insurer and an Insured about whether to agree to a proposed
settlement or about whether a Claim should continue to be defended (taking into account whether the
Claim is likely on the balance of probabilities to be successfully defended and such possibilities as may
exist for settling the Claim), the dispute shall be dealt with in accordance with the Disputes Condition.
If an Insured refuses to consent to any settlement recommendation by the Insurer (or Counsel under the
Disputes Condition) and elects to contest the Claim, then the Insurer’s liability for the Claim shall not
exceed the amount for which the Claim could have been settled, including Defence Costs and any other
amounts payable under any applicable Extension up to the date of the Insured’s refusal to consent.
Allo c atio n
In the event that any Claim or Inquiry involves both covered persons and matters, and matters or persons
not covered under this policy, a fair and proper allocation of any Defence Costs, Legal Representation Costs,
Damages, judgments and/or settlements shall be made between each Insured and the Insurer taking into
account the relative legal and financial exposures attributable to matters and persons covered and not
covered under this policy. If the parties are unable to agree on a fair and proper allocation, then such
allocation is to be determined under the Disputes Condition.
Disp ute s
Where, following receipt by the Insurer of all information reasonably required by it to make such decision:
(i) a final decision has been given by the Insurer regarding any aspect of this policy, any matter relating
to cover hereunder or the handling of any Claim or Inquiry;
(ii) that decision is disputed between the Insurer and an Insured; and
(iii) such dispute cannot be resolved within 14 days of the date on which such decision is communicated
to the Insured,
then the dispute shall be referred to a Queen’s or Senior Counsel (to be mutually agreed upon by the
parties, or in the absence of agreement, to be appointed by the President of the Bar Association, or
equivalent organisation, in the relevant jurisdiction), as an expert, to decide the issue. That decision shall
be binding upon the Insurer and the Insured. The costs of the dispute shall be borne by the Insurer.
Insure r’ s Co nse nt
No Insured shall admit or assume any liability, enter into any settlement agreement or consent to any
judgment in relation to any Claim or Inquiry without the prior written consent of the Insurer, other than
where provided for under the terms of Emergency Costs Advancement Extension.
Re late d Claims/ Inq uirie s
All Related Claims and/or Inquiries shall be deemed to be one single Claim or Inquiry and deemed to be
made at the date of the first Claim or Inquiry of the series or at the date of the first notification, whichever
is first.
Page 26
If during the Policy Period, a Claim or Inquiry is made and notified, then any Related Claim and/or Inquiry
made after expiry of the Policy Period shall be accepted by the Insurer as having been:
(i) made at the same time as the notified Claim or Inquiry was made; and
(ii) notified at the same time as the notified Claim or Inquiry was first notified to the Insurer.
General Provisions
Assig nme nt
This policy and any rights under or in respect of it cannot be assigned by the Policyholder or any Insured
without the prior written consent of the Insurer.
Canc e llatio n
This policy may be cancelled:
(i) by the Insurer for non-payment of premium; or
(ii) except where expressly stated otherwise in this policy, by the Policyholder with effect immediately
upon the Insurer’s receipt of written notice of such cancellation. In such a situation, the Insurer shall
retain:
a)
where there has been no notification to the Insurer, the short rate proportion (unexpired portion
of Premium less handling charges) of the premium stated in the Schedule or varied by
endorsement; or
b) where there has been a notification to the Insurer, the entire premium stated in the Schedule or
varied by endorsement (and if a notification is made to the Insurer after the Insurer has made
any payment pursuant to (a) then the Policyholder must repay that amount to the Insurer);
(iii) by mutual agreement between the Insurer and the Policyholder.
Chang e o f Co ntro l
The Insurer shall not be liable to make any payment or to provide any services in connection with any
Claim or Inquiry arising out of, based upon or attributable to an act, error or omission or other conduct
committed after the occurrence of a Transaction, except to the extent that there is cover under the Run
Off After Transaction Extension.
Entire Ag re e me nt
The Insured and the Insurer agree that this policy (including the Submission and any materials submitted
therewith) and any written endorsements attached hereto constitute the sole and entire agreement
between the parties with respect to this insurance. Any prior agreement between the parties is no longer
valid.
Page 27
F o re ig n Curre nc y S e ttle me nts
All monetary amounts under this policy are expressed and payable in Australian currency. If judgement is
rendered, settlement is denominated or other element of Loss or other amount under this policy is stated
in a currency other than Australian dollars, payment under this p olicy shall be made in Australian dollars at
the cash rate of exchange for the purchase of Australian dollars determined by the free market rate of
exchange as published in the currency conversion website www.oanda.com, or if no longer current, a
currency conversion website selected by the Insurer on the date the final judgement is reached or the
amount of the settlement is agreed upon.
GS T
If the Insured register, or is or are registered, for GST the Insured are required to tell the Insurer of any
entitlement to an input tax credit for the premium on this policy at or before the time a claim for
indemnity is made under this policy. If the Insured fail to disclose or understate such entitlement, the
Insured may be liable for GST on any amount the Insurer may pay. This policy does not cover the Insured
for this GST liability or for any fine, penalty or charge that the Insured may be liable for due to a failure to
disclose a misstatement made in relation to any entitlement to an input tax credit for the premium.
P lurals, He ad ing s and Title s, Inte rp re tatio n
Words and expressions in the singular shall include the plural, and vice versa. Also, where a ter m of this
policy is not specifically defined, it is agreed that the definition normally attributed to it by any applicable
law or business practice shall apply. In this policy italicised and bolded words have special meaning and
are defined.
This policy, its Schedule and any endorsements are one contract in which, unless the context otherwise
requires:
(i) headings are descriptive only, not an aid to construction;
(ii) singular includes the plural, and vice versa;
(iii) the male includes the female and neuter;
(iv) all references to Extensions include Optional Extensions;
(v) all references to specific legislation include amendments to and re -enactments of such legislation;
and
(vi) references to positions, offices or titles shall include their equivalents in any jurisdiction in which a
covered Claim is made or covered Inquiry conducted.
S c o p e and Go v e rning L aw
Coverage under this policy is provided anywhere in the world, where legally permitted, subject to the
Definition of Loss and the USA Jurisdiction Claims Exclusion. Any issue relating to the construction, validity
or operation of this policy shall be determined in accordance with the laws of the Commonwealth of
Australia and the Australian State or Territory in which the policy is issued. Except as otherwise provided
herein, the parties submit to the exclusive jurisdiction of the Australian courts.
Page 28
S ub ro g atio n
In the event of any payment under this policy, the Insurer shall be subrogated to all of the rights of
recovery of the Insured in respect of such payment. In addition, the Insured shall execute all and any
documentation and do any other things, at their own cost, as may be necessary to enable the Insurer to
bring an action or suit for such recovery. Any recovery received shall first be applied against the costs of
the recovery proceeding, then any payment made by the Insurer and then to any balance remaining
thereafter being remitted to the Insured up to the amount of any uninsured loss.
The Insured shall not do anything which shall prejudice the Insurer's rights under this Clause.
The Insurer agrees not to exercise any such rights of recovery against any Officer or Employee unless it is
established that Conduct Exclusion applies to the Claim and the Officer or Employee.
In its sole discretion, the Insurer may, in writing, waive any of its rights set forth in this Clause.
Te rminatio n o f F id e lity Insuranc e Co v e r
Cover under the Fidelity Extension shall cease in respect of all Direct Financial Loss on Discovery and the
Insurer shall have no liability to indemnify the Policyholder for any Direct Financial Loss resulting from any
acts committed subsequent to the date of Discovery.
Limit and Retention
L imit o f L iab ility
(i) The total aggregate amount of Loss and all other amounts (excluding Defence Costs) payable by the
Insurer under this policy shall not exceed the aggregate Limit of Liability.
(ii) Defence costs are payable in addition to the Limit of Liability, but only up to an amount equal to the
Limit of Liability. In the event that the amount paid by or on behalf of any Insured to dispose of a Claim
exceeds the policy’s Limit of Liability for any one Claim, then this policy shall only cove r the same
proportion of Defence Costs as this policy’s Limit of Liability for any one Claim bears to the total
amount paid to dispose of the Claim (exclusive of Defence Costs) or the equivalent of the Limit of
Liability for any one Claim, whichever is the lesser.
(iii) Sub-limits of liability are in the aggregate and are part of and not payable in addition to the Limit of
Liability.
(iv) If the Insurer has paid or agreed to pay the Limit of Liability for any one Claim, then the Insurer will only
be liable to pay any amount remaining in the aggregate Limit of Liability for any other Claim or Claims
once all other insurance in excess of this policy has been exhausted.
(v) Where a Claim is made against more than one Insured under this policy, this shall not operate to
increase the total amount payable by the Insurer under this policy.
(vi) Any Loss and other amounts paid by the Insurer under this policy shall erode the aggregate Limit of
Liability available for all other Loss for that and any other Insured. In no circumstances shall the liability
of the Insurer (with the exception of Defence Costs) exceed the aggregate Limit of Liability.
Page 29
O the r Insuranc e / Ind e mnific atio n
To the extent permitted by the Insurance Contracts Act (Cth) 1984, this policy will only cover Loss to the
extent that the amount of such Loss is in excess of any indemnity or cover available to the Insured in
respect of that Loss under:
(i) any other policy entered into by an Insured or under which the Insured is a beneficiary.
(ii) any policy declared in the Submission.
The preceding paragraph does not apply to such other insurance that is written only as specific excess
insurance over the Limit of Liability provided in this policy.
If such other insurance in this Clause is provided by the Insurer, or any other member company, associate
or affiliate of Allianz SE, and it covers a Loss or other amounts covered by this policy, the Limit of Liability
under this policy in respect of that Loss or other amounts shall be reduced by any amount paid by the
Insurer (or member company, associate or affiliate of Allianz SE) under such other insurance in respect of
the same Loss or amount.
Re te ntio n
Except for court attendance cover pursuant to the Court Attendance Extension, the Insurer shall be liable
only for Loss and other amounts payable under the policy which exceed the Retention. The Retention is to
be borne by the Policyholder and is to remain uninsured. It applies to all Loss and Direct Financial Loss. The
Retention is not part of the Limit of Liability. A single Retention shall apply to each Claim, Inquiry or Direct
Financial Loss, or to any Related Claim and/or Inquiry or Related Direct Financial Loss.
Policy Administration
The Policyholder shall act on behalf of itself and each and every Insured with respect to:
(i) negotiating the terms and conditions of and binding cover;
(ii) the exercise of all rights under this policy of any Insured;
(iii) all notices (including but not limited to notices relating to the cancellation provisio ns in this policy);
(iv) premiums;
(v) endorsements and amendments to this policy; and
(vi) dispute resolution.
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Page 32
Allianz Australia Insurance Limited
(ABN 15 000 122 850 AFSL 234 708)
2 Market Street
Sydney NSW ‑ Australia
Phone: +61 2 9390 6333
Fax: +61 2 9390 6488
www.allianz.com.au
Disclaimer & Copyright
Copyright © 2014 Allianz Australia Ltd.
All rights reserved.
The material contained in this publication is designed to provide general information
only. Whilst every effort has been made to ensure that the information provided is
accurate, this information is provided without any representation or warranty of any
kind about its accuracy and Allianz Australia Limited cannot be held responsible for
any mistakes or omissions.

Insurance Brokers (Policy Wording)

Transcription

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