Accountants Professional Indemnity Policy Wording

Transcription

1 Accountants Professional Indemnity Policy Wording

2 1. INSURING CLAUSES EXCLUSIONS CONDITIONS SPECIAL CONDITIONS DEFINITIONS APC Accountants PI Wording

3 In return for payment of the premium shown in the schedule, The Company agrees to insure the Insured, subject to the terms and conditions contained in or endorsed on the document, against loss or damage the Insured sustains or legal liability the Insured incurs for accidents happening during the period shown in the schedule for which the Insured has paid, or agreed to pay, the premium. When drawing up this document, the Company has relied on the information and statements which the Insured has provided in the proposal form (or declaration) on the date shown in the schedule or in any subsequent schedule issued to the Insured. The insurance relates ONLY to those sections of the document which are shown in the schedule as being included. The contract does not give, or intend to give rights to anyone else. No-one else has the right to enforce any part of this contract. The Company may cancel or change any part of the contract without getting anyone else s permission. The written authority (which number is shown in the schedule) allows Anglo Pacific Consultants (London) Ltd to sign and issue this document on The Company s behalf. Underwritten by:- Liberty Mutual Insurance Europe Limited POLICYHOLDER COMPLAINTS The Company aims to give its policyholders a high level of service at all times. If at any time the Insured has any concerns regarding its contract of insurance, the Insured should in the first instance refer to its insurance broker/intermediary or advisor, if any. IF AT ANY TIME THE INSURED HAS A COMPLAINT REGARIDNG ITS CONTRACT OF INSURANCE, PLEASE WRITE TO: The Chief Operating Officer at Anglo Pacific Consultants (London) Ltd 80 Leadenhall Street London EC3A 3DH Alternatively the Insured can contact them by telephone on It may be that Anglo Pacific Consultants (London) Ltd can resolve the Insured s complaint over the phone. However the Insured s complaint may require further investigation. If so, they will send the Insured a written acknowledgment within 5 working days stating: How the Insured s complaint will be handled Who will handle the Insured s complaint What the Insured needs to do, if anything. The Insured s complaint will be investigated by one of its trained staff. The Insured will be sent a detailed response within 4 weeks of receiving the Insured s complaint. If Anglo Pacific Consultants (London) Ltd cannot respond in this time they will write to the Insured to explain and let the Insured know when the Insured should expect to receive a response. If the Insured has any concerns in the meantime, the Insured can contact the person identified on the acknowledgment letter. Their response will either: Accept the Insured s complaint and offer some form of redress if necessary Reject the complaint giving full reasons for doing so. IF ANGLO PACIFIC CONSULTANTS (LONDON) LTD CANNOT RESOLVE THE INSUREDS COMPLAINT, OR THE INSURED REMAINS DISSATISFIED THEY CAN REFER THEIR COMPLAINT TO US IN WRITING DIRECTLY. OUR ADDRESS IS DETAILED AS FOLLOWS, PLEASE QUOTE POLICY DETAILS ON ANY CORRESPONDENCE. Liberty Mutual Insurance Europe Limited 3 rd Floor, Two Minster Court Mincing Lane London EC3R 7YE Telephone Fax APC Accountants PI Wording

4 NOT SATISFIED WITH OUR RESPONSE? Liberty Mutual Insurance Europe Limited is a member of the Financial Ombudsman Service (FOS) and, in certain circumstances; the Insured may be eligible to refer their complaint to them. Further details will be provided at the appropriate stage of the complaints process. This complaint procedure is without prejudice to the Insured s right to take legal proceedings. Please Note: The Ombudsman requires the Insured to follow Anglo Pacific Consultants (London) Ltd internal complaints procedure before the Insured refer their concerns to them, however the Insured has the right to go directly to the Ombudsman if their complaint has not been resolved within eight weeks. E.U. Disclosure Clause (UK): The Parties are free to choose the law applicable to this Insurance Contract. Unless specifically agreed to the contrary this insurance shall be subject to English Law. Data Protection Act 1998: It is understood by the Insured that any information provided to The Company by the Insured will be processed by the Company, in compliance with the provisions of the Data Protection Act 1998, for the purpose of providing insurance and handling Claims, if any, which may necessitate providing such information to third parties. Effected Through: Anglo Pacific Consultants (London) Ltd, 80 Leadenhall Street, London, EC3A 3DH. FREE LEGAL ADVICE HELPLINE: As one of APCs Insured s you have access to a free legal advice helpline to help with any day-to-day queries you may have regarding any potential claims. You can access this number during normal business hours APC Accountants PI Wording

5 ACCOUNTANTS PROFESSIONAL INDEMNITY INSURANCE POLICY (This is a claims made insurance policy please read carefully) Whereas a representative of the Insured has made to the Company a written proposal bearing the date stated in the schedule containing particulars and statements made to the best of the Insured s knowledge and belief after enquiry which, together with any other information that may have been supplied, shall form the basis of this policy and are to be considered with the schedule as incorporated herein. In consideration of the payment to the Company of the premium specified in the schedule, the Company agrees to indemnify the Insured to the extent and in the manner herein provided. 1. INSURING CLAUSES 1.1 Civil Liability The Company hereby agrees to indemnify the Insured against any Claim a) first made against the Insured; b) arising out of any Circumstance of which the Insured shall become aware; during the Period of Insurance in respect of any civil liability which arises in connection with the conduct of Professional Business by or on behalf of the Insured. 1.2 Awards by Ombudsmen The Company hereby agrees to indemnify the Insured against any amount paid and/or payable or the cost of taking any steps which the Insured is directed to take pursuant to or by the recommendation of any Ombudsman appointed pursuant to the provisions of the Financial Services and Markets Act 2000 or any amendment or re-enactment thereof where the Claim a) is first made against the Insured; b) arises out of any Circumstance of which the Insured shall become aware; available indemnity (that is, the amount remaining after the deduction from the Limit of Indemnity of all amounts paid by the Company in respect of any other Claims hereunder) has to be made to dispose of any Claim, the Company s liability for Defence Costs shall be limited to the proportion that the available indemnity bears to the amount required to dispose of that Claim. The Deductible will not apply to Defence Costs unless the Claim arises from the conduct of Professional Business which required authorisation by the Financial Services Authority. 1.4 Legal Representation Costs The Company hereby agrees to pay on behalf of Insured any costs and expenses: a) incurred by the Insured during the Period of Insurance with the prior written consent of the Company for representation at properly constituted hearings, tribunals or proceedings arising out of any Claim first made during the Period of Insurance in respect of the conduct of the Insured s Professional Business which may be or may become the subject of indemnity under this policy; and b) which are not indemnified as Defence Costs pursuant to Insuring Clause 1.3 above. The maximum amount payable by the Company under this Insuring Clause shall not exceed 10,000 in the aggregate during the Period of Insurance. 1.5 Data Protection Act The Company hereby agrees to indemnify the Insured in respect of any Claim or Claims first made against the Insured during the Period of Insurance by reason of Section 13 of the Data Protection Act 1998 and any amendments thereto. Provided always that indemnity shall only apply when the Insured has been accepted and registered by the Data Protection Registrar. 2. EXCLUSIONS Notwithstanding anything herein to the contrary the Company shall not afford any indemnity in respect of any Claim or for any loss, costs or expenses: during the Period of Insurance provided that the Claim or Circumstance arose out of the conduct of Professional Business by or on behalf of the Insured. If an Ombudsman makes an award or determination that is rejected by the Claimant and the Claimant then pursues the matter through the courts then both the complaint to the Ombudsman and all subsequent court proceedings shall be treated as a single Claim made at the date of the first Claim against the Insured. 1.3 Defence Costs The Company hereby agrees to indemnify the Insured in respect of Defence Costs provided that if a payment in excess of the 2.1 Bodily Injury arising out of Bodily Injury to any person (not being a person who is or has been under a contract of service with the Insured or any Member) save that this exclusion will not apply to any loss or any Claim for psychological injury, emotional distress, anguish or shock which arises from any actual or alleged breach of duty in the performance of (or failure to perform) Professional Business. 2.2 Contractual Liability arising directly from any liability assumed by the Insured under any express warranty or guarantee in the course of the Insured s Professional Business save where such liability would have APC Accountants PI Wording

6 attached to the Insured in the absence of such express warranty or guarantee. 2.3 Directors and Officers Liability arising out of any individual personal appointment except to the extent that the Claim arises out of the conduct of the Insured s Professional Business. 2.4 Dishonest or Fraudulent Acts arising out of any dishonest or fraudulent act or omission committed by any person after discovery or reasonable cause for suspicion of fraud or dishonesty on the part of that person. 2.5 Employment Practices Liability arising directly or indirectly from any liability to any Employee, former Employee or prospective Employee in respect of employment related libel, slander, humiliation or defamation, unfair or wrongful dismissal, repudiation or breach of any employment contract or arrangement, termination of a training contract or contract of apprenticeship, harassment, discrimination or like conduct. 2.6 Fines and Penalties for any fines, penalties or punitive, multiple, exemplary or aggravated damages save that this exclusion will not apply to any Claim relating to any actual or alleged defamation arising out of the conduct of Professional Business carried on by, or on behalf of the Insured. This exclusion will not operate to exclude or limit (or be construed as excluding or limiting) the scope of indemnity afforded by Insuring Clause Insured versus Insured brought and/or sustained by any person or entity who is an Insured against any other person or entity who is also an Insured. a) the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; b) ionising radiations or contamination by radioactivity from any or from any nuclear waste from the combustion of nuclear fuel Pollution arising directly or indirectly from Pollution save that this exclusion will not apply to any loss or any Claim that arises from any actual or alleged breach of duty in the performance of (or failure to perform) Professional Business Previous Claims/Circumstances arising out of any Claim or Circumstance which has been notified under any other policy of insurance in force prior to the inception of this policy Property Damage arising directly or indirectly from any physical loss of or damage to property save that this exclusion will not apply to any Claim for loss of or damage to property which arises from any actual or alleged breach of duty in the performance of (or failure to perform) Professional Business Supply of Goods arising directly from the supply of any goods or products manufactured, constructed, altered, repaired, treated, sold, supplied or distributed by or on behalf of the Insured. For the avoidance of doubt the term goods as referred to above shall apply to Packaged Software, but shall not apply to any other computer software or any amendments or adaptations of Packaged Software. This exclusion shall not apply to any Claim or loss arising from amendments or adaptations made to Packaged Software by or on behalf of the Insured Trading Losses 2.8 Liability arising out of Bodily Injury to Employees arising directly or indirectly from Bodily Injury sustained by any Insured Person. 2.9 Liability arising out of Ownership of Property arising directly or indirectly from the ownership, possession or use by the Insured of land, buildings, aircraft, watercraft, vessels or mechanically propelled vehicles Market Fluctuation Clause arising out of the giving of any express or implied warranty or guarantee relating to the financial return of any investment or portfolio of investments Nuclear Risks of whatsoever nature caused directly or indirectly by, or contributed to by, or arising from: arising out of or in connection with any trading losses or trading liabilities incurred by the Insured including loss of any business or custom. This exclusion is not to apply to any Claims made against the Insured for negligence in the normal course of their conduct of any receivership or procedures under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 or any amendment or re-enactment thereof USA and Canada arising out of: a) Professional Business carried out from any office of the Insured situated in the United States of America or Canada; or b) any proceedings judgement award payment or settlement brought in any court of the United States of America or Canada; or APC Accountants PI Wording

7 c) any order made anywhere in the world to enforce any judgment, award or settlement, either in whole or in part, made in any court of the United States of America or Canada War Risks / Terrorism of whatsoever nature directly or indirectly caused by, contributed to by, or arising from: a) war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, riot, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power, confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority; or b) any act of terrorism. For the purpose of this exclusion an act of terrorism means an act, including but not limited to the use of force or violence and/or 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. This exclusion also excludes loss, damage, costs or expense of whatsoever nature arising from a Claim directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing or suppressing any act of terrorism. If the Company alleges that by reason of this exclusion, any Claim, loss, cost or expense is not covered by this policy the burden of proving the contrary shall be upon the Insured. 3. CONDITIONS 3.1 Limit of Company s Liability The Company s liability for Any One Claim covered by this policy (other than its liability for Defence Costs pursuant to Insuring Clause 1.3) shall not exceed the Limit of Indemnity. 3.2 The Deductible The Company s liability in respect of Any One Claim shall only be in excess of the Deductible. intention to make a Claim. Any Claim arising therefrom and/or in connection therewith shall be deemed to have been first made during the Period of Insurance; c) the discovery of reasonable cause for suspicion of dishonesty or fraud on the part of any former or present partner, director, Member, Employee, consultant, sub-contractor or Alternate of the Insured whether giving rise to a loss or Claim under this policy or not; d) the discovery of an occurrence that may require representation at a properly constituted hearing tribunal or proceeding. 3.4 Circumstances which may give rise to a Claim The Insured shall give notice in writing as soon as reasonably practicable and in any event not later than the last day of the Period of Insurance of any Circumstance of which any Insured becomes aware during the Period of Insurance. Any Claim or loss subsequently made arising from such Circumstance shall be deemed to have been first made in the Period of Insurance in which such notice is given. 3.5 Notice Notice under Conditions 3.3 and 3.4 shall be deemed to have been properly given when received in writing by:- Anglo Pacific Consultants (London) Ltd 80 Leadenhall Street London EC3A 3DH Tel: Fax: claims@apcunderwriting.com 3.6 Conduct of Claims The Insured shall not: a) admit liability for or settle any Claim; b) incur any Defence Costs in connection with any Claim or Circumstance notified to the Company; c) prejudice the conduct or the defence or settlement of any Claim or Circumstance; without the Company s prior written consent. 3.3 Claim Reporting The Insured shall give notice in writing as soon as reasonably practicable and in any event not later than 7 days after the end of the Period of Insurance of: a) any Claim made against the Insured; b) the receipt by the Insured during the Period of Insurance of any notice from any person of an In the event of notification of a Claim or Circumstance, the Insured will render all reasonable assistance to the Company in its investigation of the Claim or Circumstance and shall cooperate fully in the defence. The Company shall be entitled at any time to take over and conduct in the name of the Insured the defence, investigation or settlement of any Claim and to conduct an investigation into any Circumstance and to bring proceedings in the name of the Insured for any Claim for indemnity or contribution or otherwise APC Accountants PI Wording

8 against a third party. The Company shall be entitled to receive at all times the full co-operation of the Insured for these purposes. The Insured shall be entitled to any and all information and/or documentation regarding the defence investigation or settlement of any Claim and/or investigation into any Circumstance as they may reasonably request from the Company. Neither the Insured nor the Company shall be required to contest or continue to contest any legal proceedings unless a Queen s Counsel (to be mutually agreed upon by the Insured and the Company or in default of such agreement by appointment of the President for the time being of the Institute of Chartered Accountants in England and Wales or Institute of Chartered Accountants of Scotland) shall advise that, taking due account of the interests of both the Company and the Insured, such proceedings should be contested Discovery of Dishonesty or Fraud Upon the discovery of any dishonest or fraudulent act or omission on the part of any former or present partner, director, Member, Employee, consultant, sub-contractor or Alternate, the Insured must: a) immediately take all reasonable steps to prevent any loss or Claim; b) if the Company so requests and at the Company s expense, take all reasonable steps to effect a recovery from the Insured committing or condoning or otherwise concerned in such fraud or dishonesty or the estates and/or legal representatives of that Insured; c) account to the Company for: i) any monies or assets or entitlement held by the Insured and belonging to any other Insured committing, condoning or otherwise concerned in the fraud or dishonesty provided that the Insured is legally entitled to withhold the monies or assets or entitlement from that Insured shall be deducted from any amount payable by the Company under this policy; ii) any monies recovered following any action carried out pursuant to sub-clause b) above. Save as provided for in Condition 3.8, no indemnity in respect of a loss or Claim shall be afforded to any person committing or condoning such dishonest or fraudulent act or omission. The rights of the Company under this clause are in addition to its rights of subrogation against any Insured or other person committing, condoning or otherwise concerned in any such dishonest or fraudulent act or omission. 3.8 Advancement of Defence Costs The Company will indemnify the Insured in respect of Defence Costs as and when they are incurred, including Defence Costs incurred on behalf of an Insured who is alleged to have committed or condoned a dishonest or fraudulent act or omission, provided that the Company is not liable for Defence Costs incurred on behalf of such Insured after the earlier of: a) the Insured admitting to the Company the commission or condoning of such dishonest or fraudulent act or omission; or b) a court or other judicial body finding that the Insured was in guilty of such dishonest or fraudulent act or omission. Each Insured who admits to the Company the commission or condoning of such dishonest or fraudulent act or omission, or against whom there is a finding of a court or other judicial body that such Insured was in fact guilty of such dishonest or fraudulent act or omission shall reimburse the Company in respect of Defence Costs advanced on that Insured s behalf. 3.9 False or Fraudulent Claims If any Insured shall make any Claim for indemnity under this policy knowing the same to be false or fraudulent as regards the amount or otherwise, this policy shall, in respect of that Insured only, be void ab initio. The policy shall continue in full force and effect for the benefit of all other Insureds as if such false or fraudulent claim had not been made Governing Law and Jurisdiction This policy shall be governed by and shall be construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have exclusive jurisdiction to hear and to determine any suits or actions or proceedings and to settle any disputes that may arise out of or in connection with this policy Subrogation a) If any payment is made under this policy (whether as a partial or total indemnity in respect of a Claim) the Company will be subrogated to all rights of each Insured against any person or party from whom a recovery of the whole or any part thereof may be made. b) No Insured shall surrender, compromise or do anything to prejudice any such right or Claim whether before or after payment by the Company under this policy without the consent in writing of the Company. c) Any such recovery shall be applied in reimbursement in the following order: i) to the costs of securing the recovery; ii) to the payment made by the Company; iii) any Deductible or other uninsured payment made by any Insured. d) The Company shall not exercise any right of subrogation in the name of any Insured against any other Insured except: APC Accountants PI Wording

9 i) against a person who is an Insured within Definition 5.11(e) and has not been notified to as such to the Company or previous insurers; and/or condition does not affect any right or remedy of a third party which exists or is available other than by virtue of the Contracts (Rights of Third Parties) Act ii) 3.12 Arbitration against any person Insured committing or condoning a dishonest or fraudulent act or omission. Any dispute or disagreement between the Company and the Insured regarding this policy shall be referred by either party to arbitration before a sole arbitrator to be mutually agreed upon by the parties or in default of such agreement by the President of the Institute of Chartered Accountants in England and Wales (ICAEW) or Institute of Chartered Accountants of Scotland (ICAS) whose decision shall be final and binding on both parties. In the event of any dispute concerning liability to indemnify the Insured (including without limitation a dispute as to the policy year under which any Claim or Circumstance might fall to be dealt with between the Company and any insurer(s) subscribing to the policy in respect of a previous period of insurance), the Insured and the Company agree that the Company will advance Defence Costs and indemnify the Insured in accordance with Insuring Clauses and Condition 3.8 pending resolution of any such dispute Ombudsman Rules Compliance by the Insured with any rules, requirements, directions or guidance of any Ombudsman appointed under the provisions of the Financial Services and Markets Act 2000 (or any amendment or re-enactment thereof) will not constitute a breach of any condition of this policy Discharge of Liability In connection with any Claim under this policy the Company may at any time pay to the Insured the Limit of Indemnity (less any sums already paid as indemnity or costs and expenses) or any lesser sum for which such Claim can be settled. Upon such a payment the Company shall not be under any further liability in respect of the Claim except that the Company may be responsible for costs and expenses incurred under this policy prior to the date of such payment No set-off Any amount payable by the Company by way of indemnity under this policy in respect of the Insured s civil liability to a Claimant will be paid only to the Claimant or at the Claimant s direction. The Company shall not set-off against any sums which are payable under this policy any payment due to the Company by way of reimbursement. Notwithstanding the provisions of this clause, the Company shall only be obliged to pay any amount payable by way of indemnity in excess of the Deductible Contracts (Rights of Third Parties) Act 1999 A person who is not a party to this policy has no right under the Contracts (Rights of Third Parties) Act 1999 (or any amendment or re-enactment thereof) to enforce any term of this policy. This 3.17 Other Insurance The liability of the Company under this policy is not reduced or excluded by reason of the existence or availability of any other insurance. This does not affect any right of the Company to claim contribution from any other insurer which is also liable to indemnify any Insured Minimum Terms This policy is designed to provide the minimum insurance requirements of the Institute of Chartered Accountants in England and Wales (ICAEW) and Institute of Chartered Accountants of Scotland (ICAS) as per the minimum professional indemnity insurance wording for members in force at the commencement date of this policy. However, for the avoidance of doubt, where the Insured is a member of ICAEW or ICAS it is specifically understood and agreed that the cover provided by this policy shall be no less favourable and provide no less protection to the Insured than the Institute of Chartered Accountants minimum professional indemnity insurance wording for members in force at the commencement date of this policy. 4. SPECIAL CONDITIONS 4.1 Non Disclosure, Misrepresentation and Untrue Statements In the event of non-disclosure or misrepresentation of facts or untrue statements in the proposal form or in any other information which the Insured and/or its agent may have supplied to the Company the Company will not exercise its right to avoid this policy or be discharged from any liability hereunder. Provided always that: a) the Insured shall establish to the Company s satisfaction that any such non-disclosure, misrepresentation of facts or untrue statement was free of any fraudulent conduct or intent to deceive; b) where the Insured had previous knowledge of a Circumstance and the Insured should have notified the same under a preceding policy (whether with other insurers or not) the indemnity hereunder shall be limited to the indemnity that would have been available under the earliest such preceding policy had the Circumstance been properly notified; c) where the Insured should have notified a Circumstance to the Company prior to obtaining an increase in the Limit of Indemnity or other variation to this policy the indemnity hereunder shall be limited to the indemnity that would have been available prior to the increase in the Limit of Indemnity or other variation to this policy. APC Accountants PI Wording

10 4.2 Breach of Condition Where the Insured has breached or failed to comply with any condition of this policy the Company shall not avoid any Claim under this policy. However where such breach or noncompliance has resulted in prejudice to the Company a) in the handling or settlement of any Claim; or b) in the amount of any loss sustained by the Insured; or c) in the obtaining of reimbursement from any dishonest or fraudulent person; the Company shall be entitled to reduce the indemnity afforded under this policy (including liability for costs and expenses) to such sum as in the Company s reasonable opinion would have been payable by them in the absence of such prejudice. 4.3 The Company s Rights In the event of the Company being entitled to avoid this policy ab initio, the Company may at is election instead give notice in writing to the Insured that they regard this policy as of full force and effect save that there shall be excluded from any insurance afforded hereunder any Claim or loss which has arisen or Circumstance which entitle the Company to avoid this policy. This policy shall then continue in full force and effect but shall be deemed to exclude the particular Claim or loss or Circumstance referred to in the said notice (as if the same had been specifically endorsed ab initio). 4.4 Change in Control Where the Insured undergoes a Change in Control during the Period of Insurance, the Insured will notify the Company within 14 days of the Change in Control. This policy will continue to provide cover until the expiry of the Period of Insurance but only in respect of Professional Business performed prior to the effective date of the Change in Control. 4.5 Cancellation This policy may only be cancelled with the mutual agreement in writing of the Insured and Company. In such event the Company may cancel this policy by giving written notice of cancellation to the Insured at the address shown in the schedule. Cancellation shall take effect not less than seven days after the notice of cancellation has been given. In the event of cancellation the Company will immediately notify the Institute of Chartered Accountants in England and Wales (ICAEW) or the Institute of Chartered Accountants of Scotland (ICAS) as applicable of the cancellation and the name of the Insured. 5. DEFINITIONS 5.1 Alternate Any individual practitioner or partnership or limited liability partnership or company who is acting in connection with the arrangements to cover the incapacity or death of a sole practitioner. 5.2 Any One Claim Any One Claim means all Claims against one or more Insured arising from: a) one act, error or omission; b) one series of related acts, errors or omissions; c) the same act, error or omission in a series of related matters or transactions; d) similar acts, errors or omissions in a series of related matters or transactions; and e) all Claims against one or more Insured arising from one matter or transaction; shall be regarded as One Claim. For the avoidance of doubt any dishonesty or fraud committed by a person or persons acting in concert shall be treated as one Claim under this policy. 5.3 Bodily Injury Bodily injury, mental injury, psychological injury, anguish, emotional distress, shock, sickness, disease, death or any combination of these. 5.4 Change in Control The happening of any of the following: a) the Insured consolidates or merges into, or sells all or substantially all of its assets to any person, entity or group of persons or entities acting in concert; b) the Insured becomes a subsidiary of another entity or becomes controlled by another unconnected entity; c) the appointment of a liquidator, receiver or administrator (or equivalent) over the Insured; d) the withdrawal of the Insured s authorisation to carry out the Insured s Business by its regulator. 5.5 Circumstance An incident or occurrence or fact or matter or act or omission that may give rise to a loss or Claim. In this policy unless the context otherwise requires the following terms have the meanings set out below: 5.6 Claim a) any written or oral demand for damages or compensation from the Insured or the assertion of a right against the Insured; APC Accountants PI Wording

11 b) any notice of intention (whether orally or in writing) to commence legal proceedings against the Insured or to make a complaint or reference to the Ombudsman; c) any communication with the Insured in whatsoever form invoking any Pre-Action Protocols as may be issued and approved from time to time; that arises out of the Professional Business of the Insured. 5.7 Claimant A person or entity which has made or may make a Claim including without limitation a Claim for contribution or indemnity and shall be deemed to include a complainant to the Ombudsman. 5.8 The Company Liberty Mutual Insurance Europe Limited 3 rd Floor, Two Minster Court Mincing Lane London EC3R 7YE Telephone: Fax: Deductible The amount that the Insured is first required to pay towards Any One Claim as shown in the schedule Defence Costs Any costs, disbursements and expenses incurred by the Insured with the written consent of the Company (such consent not to be unreasonably withheld) in: a) defending any Claim or any proceedings relating to any Claim; b) conducting any proceedings for an indemnity, contribution, damages or other recovery relating to a Claim; c) investigating, reducing, avoiding or settling any actual or potential Claim; or d) investigating any Circumstance which is notified to the Company in accordance with the terms of the policy Employee Any person under a contract of service with the Insured employed in the conduct of the Insured s Professional Business Insured The following, each of whom shall be severally insured under this policy: b) any current partner or director or Member of the Insured or its Predecessors; c) any person who may subsequently become a Partner or director or Member of the Insured during the Period of Insurance; d) any former partner or director or Member of the Insured or its Predecessors including when acting as a consultant to the Insured; e) in respect of Professional Business undertaken on behalf of the Insured or its Predecessors: i) any Employee or former Employee of the Insured; ii) any Employee or former Employee of a Member; iii) any self-employed person; f) the estates and/or legal representatives of those parties mentioned in a) to e) above in the event of their death, incapacity, insolvency or bankruptcy; g) any person who is acting on behalf of the firm as an Alternate Limit of Indemnity The sum specified as the limit of indemnity in the schedule Member Any member of a limited liability partnership including without limitation a designated member except that any such Member shall only be an Insured for the purposes of this policy if and insofar as any Claim arises out of Professional Business carried on by the Member for or on behalf of the Insured named in the schedule Period of Insurance The period of insurance stated in the schedule Packaged Software Any software produced by a third party that is marketed for general distribution on a wholesale or a retail basis Pollution Seepage or pollution or contamination of any kind Predecessors Any person or practice or other firm to which the Insured has succeeded Professional Business a) the Insured named in the schedule; a) advice given or services performed of whatsoever nature by or on behalf of the Insured wherever or by APC Accountants PI Wording

12 whomsoever given or performed within the Territorial Limits irrespective of whether a fee is charged. Provided that if a fee is charged in respect of such advice or services then that fee is taken into account in ascertaining the income of the Insured; b) the definition of Professional Business extends to any Insured holding an individual personal appointment including any appointment as trustee or personal representative made or accepted in the course of the Insured s business within the Territorial Limits. However, if the appointment is as company secretary or registrar or director then this policy will only indemnify the Insured in relation to the performance of Services Services All services performed or advice given by the Insured in connection with tax matters, secretarial work, share registration, financial advice to management, book-keeping, management accounting, financial investigation and reports, financial claims, company formations, investment advice, insurance and pension scheme advice and computer consultancy whilst holding the position of company secretary, registrar or director Territorial Limits Worldwide excluding United States of America and Canada, unless stated otherwise in the schedule. Authorised by a Company Official Sean Patrick Rocks Chief Executive Officer Liberty Mutual Insurance Europe Limited APC Accountants PI Wording