SOLICITORS EXCESS PROFESSIONAL INDEMNITY INSURANCE POLICY

Transcription

1 SOLICITORS EXCESS PROFESSIONAL INDEMNITY INSURANCE POLICY DECLARATIONS Policy Number: Chubb Insurance Company of Europe SE (herein called the Company ) Item 1. Policyholder: Address Item 2. Limit of Liability: Item 3. Underlying Insurance: (A) Primary Policy Insurer Policy Number Limits of Liability (B) Other Policies Insurer Policy Number Limits of Liability Item 4. Policy Period: From: To: Local time at the address shown in Item 1 Item 5. Endorsements Effective at Inception: For and on behalf of Chubb Insurance Company of Europe SE Date Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 1 of 7

2 In consideration of the payment of the premium and subject to the Declarations made a part hereof the Company and the Policyholder agree as follows: Insuring Clause 1. The Company shall provide each Insured with insurance during the Policy Period excess of the Underlying Limit. Such excess insurance shall attach only after the Underlying Limit shall have been Exhausted. Cover hereunder shall apply in accordance with the terms of the Primary Policy and all the more restrictive terms of policies designated in Item 3(B) of the Declarations, except as otherwise provided herein. The Claim Definition Term, the Imputing and Reimbursement Term, the No Adjustment or Denial Term, the No Avoidance or Repudiation Term, the No Set-off Term and the Run-off Cover Term are not included as terms of this Policy. Policy Definitions 2. In this Policy, the word person(s), wherever it appears, means legal or natural person(s) unless otherwise specified. When used in this Policy: Claim Definition Term means that provision of the Primary Policy which corresponds to the second sentence ( For these purposes, an obligation on a Firm and/or any Insured to remedy a breach of the Solicitors' Accounts Rules such compensation or damages as a result of such breach. ) of the definition of Claim in clause 8.2 of the Minimum Terms. Company means Chubb Insurance Company of Europe SE Exhausted or Exhaustion means a situation where payment by the insurers of the Underlying Insurance of a covered loss has resulted in total exhaustion of the Underlying Limit. Payment by an insurer of any amount within any retention, deductible or excess under the Primary Policy shall be deemed not to count towards such exhaustion, even if such payment does, under the terms of the Primary Policy, erode the limit of liability thereof. If an insurer of the Underlying Insurance fails to or refuses to pay any loss, that unpaid loss shall not be covered under this Policy but shall be retained by the Insured. FSMA means the Financial Services And Markets Act FSMA Activity means activity which: is regulated activity within the meaning in FSMA, even if, by virtue of an order of the Treasury under FSMA, the Insured is regarded as not carrying on the activity by way of business; or under FSMA constitutes engaging in, or communication or inducement to engage in, investment activity. Imputing and Reimbursement Term means those provisions of the Primary Policy which correspond to the second paragraph ( The insurance must provide that no non-disclosure... dishonesty or any fraudulent act or omission ) of clause 7.2 of the Minimum Terms. Insured means a person or firm defined as being insured under the Primary Policy, subject to all the more restrictive definitions of the other policies designated in Item 3(B) of the Declarations. Where Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 2 of 7

3 there is more than one Insured, for the purposes of this Policy all Insureds are insured jointly and for their joint interests. Minimum Terms means the Minimum Terms and Conditions of Professional Indemnity Insurance for Solicitors and Registered European Lawyers in England and Wales contained in Appendix 1 to the Solicitors Indemnity Insurance Rules No Adjustment or Denial Term means that provision of the Primary Policy which corresponds to clause 4.2 of the Minimum Terms. No Avoidance or Repudiation Term means that provision of the Primary Policy which corresponds to clause 4.1 of the Minimum Terms. No Set-off Term means that provision of the Primary Policy which corresponds to clause 4.4 of the Minimum Terms. Policyholder means the entity stated in Item 1 of the Declarations. Pollutants means any substance exhibiting any characteristic hazardous to the environment or having an adverse impact on the environment, including but not limited to solids, liquids, gaseous or thermal irritants, contaminants or smoke, vapour, soot, fumes, acids, alkalis, soil, chemicals and waste materials, air emissions, odour, waste water, oil, oil products, infectious or medical waste, asbestos, asbestos products and any noise. Pollution means: (c) any actual, alleged or threatened exposure to, or generation, storage, transportation, discharge, release, dispersal, escape, treatment, removal or disposal of, any Pollutants; any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralise any Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request; or any actual or alleged breach of duty in any way connected to any Pollutants. Primary Policy means the policy stated in Item 3(A) of the Declarations or any policy of the same insurer renewing such policy. Policy Period means the period of time specified in Item 4 of the Declarations, subject to prior termination in accordance with Section 11, Policy Termination, below. Run-off Cover Term means those provisions of the Primary Policy which correspond to clause 5 of the Minimum Terms. Securities Law means the Securities Act 1933, the Securities Exchange Act 1934 (both statutes of the United States of America), all other United States federal, state or local legislation regulating securities similarly to the 1933 or 1934 Act, all consolidations, amendments or re-enactments of any of the aforesaid legislation and all other laws of the United States relating to securities. Securities Rule means a rule or regulation made under any Securities Law by the Securities Exchange Commission or any other authority. Underlying Insurance means all policies stated in Item 3 of the Declarations and any policies of the same insurers renewing such policy(ies). Underlying Limit means the amount equal to the aggregate of all limits of liability for all Underlying Insurance stated in Item 3 of the Declarations. Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 3 of 7

4 Exclusions 3. The Company shall not be liable for loss: (c) (d) (e) (f) (g) (h) on account of any claim based upon, arising from, or in consequence of any dishonest or fraudulent act or omission committed or condoned by an Insured except that no such dishonesty, act or omission shall be imputed to any other Insured; on account of any claim based upon, arising from, or in consequence of any circumstances known to the Insured prior to the inception of this Policy and which the Insured at such time knew or should have reasonably assumed might result in a claim against the Insured; on account of any claim in respect of which the Insured is entitled to be indemnified to any extent by the Solicitors Indemnity Fund or under a primary professional indemnity insurance contract for a period earlier than the Policy Period, whether by reason of the notification of circumstances to the Solicitors Indemnity Fund or under the earlier contract or otherwise; on account of any claim based upon, arising from, or in consequence of any Insured acting as a director or officer of any company except in respect of liability arising from professional advice given as a solicitor for which fees accrue to the Policyholder or would accrue to the Policyholder but for actual or alleged defect in, or any dispute concerning, the advice; on account of any claim based upon, arising from, or in consequence of Pollution; on account of any claim based upon, arising from, or in consequence of FSMA Activity of the Insured regardless of whether or not that FSMA Activity is in contravention of or breaches FSMA; on account of any claim based upon, arising from, in consequence of any actual or alleged violation, whether by an Insured or by any other person, of any Securities Law or Securities Rule; which is not a liability of an Insured on account of a claim against an Insured. Maintenance of Underlying Insurance; Changes to Underlying Insurance 4. It is a condition precedent to the Company s liability under this Policy for a loss that: the Underlying Insurance be maintained in full effect during the Policy Period (except for any reduction or Exhaustion of the Underlying Limit caused solely by payment of covered loss thereunder) and that the Policyholder notify the Company in writing as soon as practicable of any material change to the terms of the Underlying Insurance (in the event of such material change, the Company shall have the right to amend the terms of this Policy including charging an additional premium); and the Policyholder notify the Company in writing as soon as practicable of any additional or return premiums charged or paid in connection with any Underlying Insurance. Claim Notice and Participation 5. It is a condition precedent to the Company s liability under this Policy for a loss: Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 4 of 7

5 that each Insured comply with all its obligations in the Underlying Insurance with regard to notification to insurers of that loss and of the claim or matter which gives rise to it; and that an Insured notify the Company in writing as soon as practicable after notice of the claim or matter which gives rise to the loss has first been given to any of the insurers of the Underlying Insurance. The Company may, at its sole discretion, elect to participate in the investigation, negotiation, settlement or defence of any claim made against an Insured whether or not the Underlying Insurance has been Exhausted. At the Company s request, each Insured shall provide full co-operation to the Company in all matters relating to any claim against the Insured (including access to any partner, director, officer, trustee or employee), and shall produce for the Company s inspection any and all records and at such reasonable times and places as the Company shall designate. Each Insured agrees not to settle any claim, incur any costs or expenses or otherwise assume any contractual obligation or admit any liability with respect to any loss which could be covered by this Policy without the Company s prior written consent, which shall not be unreasonably withheld. The Company shall not be liable for any settlement, costs, expenses, assumed obligation or admission to which it has not consented in writing. Each Insured undertakes not to prejudice the Company s interests or its potential or actual rights of recovery and to give the Company such information and co-operation as the Company shall require. Limits of Liability 6. The Company s maximum liability in respect of any one claim for which indemnity is provided under this Policy, whether against one or any number of Insureds, shall not exceed the Limit of Liability set forth in Item 2 of the Declarations and in addition defence costs in the proportion that the damages and claimant s costs indemnified by the Company bears to the whole amount of the damages and claimant s costs awarded in respect of the claim or for which the claim is settled. However, in respect of any claim arising from: legal work carried on in or rendered with respect to jurisdictions subject to the laws of the United States of America; and/or any judgement, award, payment or settlement made within jurisdictions subject to the laws of the United States of America (and any order made anywhere in the world to enforce such judgement, award, payment or settlement either in whole or in part), the Company s maximum aggregate liability for all claims, whether against one or any number of Insureds, shall not exceed the Limit of Liability set forth in Item 2 of the Declarations, inclusive of defence costs. Changes in Practice 7. If the Policyholder ceases to practise during the Policy Period, then the Company shall be under no obligation to provide cover in respect of any claim or circumstance notified under the Primary Policy subsequent to the expiration of the Policy Period. However, the Company may agree to renew this Policy upon receipt of all information required by the Company and the payment of an additional premium. Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 5 of 7

6 The Policyholder shall give written notice to the Company as soon as practicable if the Policyholder merges with or acquires another practice together with such information as the Company may require and the Company shall have the right to amend terms and conditions including charging an additional premium. Subrogation - Recoveries 8. The Company shall be subrogated to the extent of any payment made under this Policy to each Insured s rights of recovery and each Insured shall execute all papers required and do everything necessary to secure and preserve such rights and to enable the Company to bring proceedings in the name of that Insured. It is however agreed that the Company shall not exercise such rights against an employee of the Insured unless the claim has been brought about or contributed to by the dishonest, fraudulent, criminal or malicious act or omission of that employee. Notice 9. Notice to the Company under this Policy shall be given in writing, addressed to: Notice of claim or circumstances: Claims Department All other notices: Executive Protection Chubb Insurance Company of Europe SE, 106 Fenchurch Street, London, EC3M 5NB Such notice shall be effective on the date of receipt by the Company at such address. Authorisation of Policyholder; Alteration and Assignment; Contracting Parties 10. The Policyholder hereby agrees to act on behalf of all Insureds with respect to the giving or receiving of any notice provided for under this Policy, including claims and termination, the payment of premiums, the receiving of any return premiums which become due under this Policy and the negotiation, agreement to and acceptance of endorsements, and the Insureds agree that the Policyholder shall so act on their behalf. No change in, modification of, or assignment of interest under, this Policy shall be effective except when made by written endorsement to this Policy duly executed on behalf of the Company. No person other than the Policyholder shall have any rights under or in connection with this Policy by virtue of the Contracts (Rights of Third Parties) Act 1999 or any amendment or re-enactment thereof. The Policyholder may not assign to any other person any right or cause of action against the Company under or in connection with this Policy. Policy Termination 11. This Policy shall terminate at the earliest of the following times: (c) seven days after the receipt by the Policyholder of a written notice of termination from the Company for non-payment of premium, expiration of the Policy Period; receipt by the Company of written notice of termination from the Policyholder; Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 6 of 7

7 (d) (e) termination of any policy stated in Item 3 of the Declarations without it being renewed by the insurer of that policy; and such other time as may be agreed upon by the Company and the Policyholder. If, at the time of termination of this Policy, no claim has been made under this Policy, the Company shall refund unearned premium, which, if this Policy is terminated by the Policyholder or is terminated because a policy stated in Item 3 of the Declarations is terminated by the Policyholder, shall be computed at customary short term rates and, if this Policy is terminated otherwise, shall be computed pro rata. Choice of Law and Forum 12. The construction of the terms, and the validity and effect, of this Policy are governed by English law. Any dispute or difference arising under or in respect of this Policy shall be subject to and determined within the exclusive jurisdiction of the courts of England and Wales. Chubb UK Solicitors Excess Professional Indemnity Ed 10/08 Page 7 of 7