Architects and Engineers Professional Indemnity Policy Wording

Transcription

1 Architects and Engineers Professional Indemnity Policy Wording

2 1. INSURING CLAUSES EXCLUSIONS CONDITIONS SPECIAL CONDITIONS DEFINITIONS APC Architects and Engineers PI Wording 11/13 2

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 Architects and Engineers PI Wording 11/13 3

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 Architects and Engineers PI Wording 11/13 4

5 ARCHITECTS AND ENGINEERS PROFESSIONAL INDEMNITY INSURANCE POLICY (This is a claims made insurance policy please read carefully) Whereas 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 which 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 all loss (including liability for the Claimant s costs) directly arising from any Claim for compensation first made against the Insured and notified to the Company during the Period of Insurance in respect of civil liability, arising in the course of the Insured s Business, for breach of any duty owed at common law. 1.2 Loss of or Damage to Documents The Company hereby agrees to indemnify the Insured in respect of costs and expenses which are reasonably incurred by the Insured with the Company s prior written consent in replacing or restoring Documents which are either the property of or entrusted to, lodged or deposited with the Insured in the course of the Insured s Business which have first been discovered by the Insured and notified to the Company during the Period of Insurance as having been destroyed, damaged, lost or mislaid and which after a diligent search cannot be found. Provided always that the Company shall not be liable for Claims arising out of wear and tear, gradual degradation, moth or vermin. 1.3 Libel and Slander during the Period of Insurance and in respect of which the Company is obliged to provide indemnity hereunder. Provided that if a payment in excess of the 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 satisfy or dispose of any Claim: a) the Company s liability for costs and expenses in respect of that Claim shall be limited to the proportion that the available indemnity bears to the amount required to satisfy or dispose of that Claim; and b) each Insured shall be jointly and severally liable to reimburse to the Company any costs and expenses advanced or expended by the Company in excess of its liability as determined by this proviso. The Deductible will not apply to costs and expenses. 1.5 Dishonesty of Employees The Company hereby agrees to indemnify the Insured against all loss (including liability for the Claimant s costs) directly arising from any Claim arising from any dishonest or fraudulent act or dishonest or fraudulent omission on the part of any Employee in the course of the Insured s Business first made against the Insured and notified to the Company during the Period of Insurance. Provided that: a) no person committing or condoning such dishonest or fraudulent act or omission shall be entitled to indemnity; b) no indemnity shall be provided for loss directly or indirectly arising from Claims in respect of dishonest or fraudulent acts committed by any person after discovery by the Insured or reasonable cause for suspicion of fraud or dishonesty on the part of that person; c) no indemnity shall be provided for loss directly or indirectly arising from Claims in respect of dishonest or fraudulent acts committed by any present or former partner, director or sole principal of the Insured. The Company hereby agrees to indemnify the Insured against all loss directly arising from any Claim first made against the Insured and notified to the Company during the Period of Insurance in respect of libel or slander committed in good faith by reason of words, written or spoken by the Insured in course of the Insured s Business. 1.4 Costs and Expenses The Company hereby agrees to indemnify the Insured in addition to the Limit of Indemnity in respect of costs and expenses which are incurred by the Insured with the Company s prior written consent (such consent not to be unreasonably withheld) in the defence, investigation, or settlement of any Claim made against the Insured and notified to the Company 1.6 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 Business which may be or may become the subject of indemnity under this policy; and b) which are not indemnified as costs and expenses pursuant to Insuring Clause 1.4 above. APC Architects and Engineers PI Wording 11/13 5

6 The maximum amount payable by the Company under this Insuring Clause shall not exceed 10,000 in the aggregate during the Period of Insurance. 1.7 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. 1.8 Collateral Warranties The Company hereby agrees to indemnify the Insured in respect of all loss directly arising from any Claim first made against the Insured and notified to the Company during the Period of Insurance arising out of liability assumed by the Insured under any collateral warranty, duty of care agreement or similar agreements. Provided always that the Company shall not be liable for Claims arising from: a) any warranty or agreement under which the Insured assumes a standard of care greater than the standard of reasonable skill and care normally expected in the Insured s profession unless the Company s specific written agreement is obtained and endorsed on the policy; b) any warranty or agreement which provides greater or longer lasting benefit than that given to the party with whom the Insured originally contracted. 1.9 Housing Grants Construction and Regeneration Act 1996 The Company will indemnify the Insured in respect of the amount of any award (of part thereof) made by an adjudicator in accordance with an adjudication clause contained in a contract ( the Contract ) pursuant to the Scheme for Construction Contracts Regulations 1997 under the Housing Grants, Construction and Regeneration Act 1996 ( notice of adjudication and/or referral notice ) to the same extent as would have been payable under this policy if a Claim had been made against the Insured in respect of the same facts provided always that as a condition precedent to coverage being afforded hereunder the Insured undertakes additionally to comply with both A and B as follows: A. POLICY CONDITIONS a) to notify the Company within 3 working days (or in any event prior to the appointment of the adjudicator) of receipt of any notice of adjudication and/or referral notice in circumstances which may lead to a Claim against the Insured being dealt with as a part of the adjudication; b) to promptly supply the Company with all details relating to any reference to adjudication, including copies of all documentation made available to the Insured, or subsequently by the Insured to the adjudicator; c) to allow the Company to appoint advisers and to have conduct of the adjudication as they deem appropriate and to cooperate with Company in the conduct of the adjudication; any appointments made by the Company shall be at the Company s expense, but subject always to the application of the Deductible; d) to meet any request, direction or timetable of the adjudicator; e) to satisfy the Company that any liability incurred under an adjudicator s decision for which indemnity is being sought, is as a direct result of a Negligent Act in the course of the Insured s Business; f) to institute legal or arbitration in accordance with the terms of the original contract to challenge or reopen or stay the enforcement of such adjudicator s decision if reasonably requested so to do by the Company and to allow the Company to appoint advisers they may deem necessary to have conduct of such proceedings if appropriate; any such steps made by the Insured shall be at the Company s expense, but subject to the application of the Deductible; g) not to agree to accept the decision of the adjudicator as finally determining the dispute without the prior consent in writing of the Company; h) any indemnity provided to the Insured in connection with any adjudication including under the Housing Grants, Construction & Regeneration Act 1996 shall be covered hereunder and not elsewhere under this policy. B. CONDITIONS RELATING TO THE CONTRACT a) The adjudication provisions in the Contract shall: i) provide that the adjudicator must be independent of the parties in the dispute; ii) not allow for the adjudicator s decision to finally determine the dispute. b) The Contract must not place any conditions upon the timing of commencement of legal or arbitration proceedings (for the sake of clarity, this does not apply to adjudication proceedings or other proceedings which have to be commenced within a stipulated period in order to prevent a certificate being conclusive as to the matters to which it relates). In the absence of any adjudication clause in a Contract, indemnity hereunder will apply to the Government s Scheme for Construction Contracts where this is applicable. For the avoidance of doubt, this Insuring Clause does not in any way limit the Company s rights of subrogation under Condition APC Architects and Engineers PI Wording 11/13 6

7 1.10 Construction (Design and Management) Regulations The Company hereby agrees to indemnify the Insured for any costs and expenses incurred with the prior written consent of the Company in the defence of any criminal proceedings brought against the Insured arising from an alleged breach of the Construction (Design and Management) Regulations 1994 and/or Construction (Design and Management) Regulations 2007 where such alleged breach arises in the course of the Insured s Business provided that; a) the circumstances giving rise to such proceedings could otherwise give rise to indemnity under this policy; and b) in the reasonable belief of the Company, the defence of such proceedings would assist in the defence of any Claim against the Insured arising from such circumstances; and c) any subsequent or concurrent civil action arising out of proceedings notified hereunder shall be deemed to be notified in accordance with Condition Claims Reporting. Provided always that the Company shall not be liable for any fines, penalties, punitive, exemplary, aggravated or multiplied damages. 2. EXCLUSIONS 2.3 Building Contracting arising from the Insured acting as a building or engineering contractor whether or not in conjunction with the Insured s Business. 2.4 Contractual Liabilities arising directly or indirectly from any warranty, indemnity, guarantee, or undertaking given by any Insured in the course of the Insured s Business save where such liability would have attached to that Insured in the absence of such a warranty, indemnity, guarantee or undertaking. 2.5 Controlling Interest arising from advice given or services performed for: a) any company, firm, organisation, or group in which the Insured or any present or former partner, director or sole principal of the Insured exercises or has exercised a controlling financial or executive interest; b) any parent or subsidiary company of the Insured or company having the same parent company as the Insured; provided that this exclusion shall not apply to Claims originating from an independent third party. 2.6 Damage to Property 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: 2.1 Asbestos arising out of, resulting from, in consequence of or in any way involving asbestos or any materials containing asbestos in any form or quantity. This exclusion will not apply to any loss arising directly from a Negligent Act by the Insured in the course of the Insured s Business provided always that: a) the Company shall not be liable for any Claim or for any loss, costs or expenses for the death of, disease, bodily injury, psychological injury, emotional distress or anguish, shock or sickness to any person; and b) the maximum amount payable by the Company in respect of all such Claims (including its liability for costs and expenses pursuant to Insuring Clause 1.4) shall not exceed 1,000,000 in the aggregate during the Period of Insurance. 2.2 Assumed Obligations for physical loss or damage to property including loss of use thereof: a) unless arising directly from a Negligent Act by the Insured in the course of the Insured s Business; b) save as provided for in Insuring Clause Data Corruption arising directly or indirectly from the transmitting or receiving of any virus, program or code that causes corruption, erasure, theft, alternation, loss or lack of access or interference with any electronic data, or prevents or impairs any computer system from performing or functioning accurately or properly. 2.8 Death or Injury for the death of, disease, bodily injury, psychological injury, emotional distress or anguish, shock or sickness to any person unless arising directly from a Negligent Act by the Insured in the course of the Insured s Business. 2.9 Directors and Officers Liability arising directly or indirectly from advice given or services performed by the Insured in the capacity of director or officer of any corporate entity or unincorporated association. directly or indirectly arising out of, or in any way involving, any liability, duty or obligation incurred or assumed by the Insured which is not incurred or assumed in the normal conduct of businesses similar to the Insured s Business. APC Architects and Engineers PI Wording 11/13 7

8 2.10 Dishonest or Fraudulent Acts arising directly or indirectly from any dishonest fraudulent criminal or malicious act or omission of the Insured save as provided for in Insuring Clause Employment Practices Liability a) arising directly or indirectly out of death, disease, bodily injury, psychological injury, emotional distress or anguish, shock or sickness sustained by any person who is or has been under a contract of service with the Insured or any person who has made an application for employment under a contract of service with the Insured; b) for the wrongful or unfair dismissal, termination, repudiation or breach of contract of employment, discrimination or harassment sustained by any person who is or has been under a contract of service with the Insured or any person who has made an application for employment under a contract of service with the Insured Financial Estimates arising from or in connection with any financial estimates of probable construction costs other than cost advice and cost planning services normally provided by a quantity surveyor Fines and Penalties for taxes, fines, penalties, punitive, exemplary, aggravated or multiplied damages, or any Claim deemed uninsurable by law provided that this exclusion shall not apply to damages for libel or slander but only to the extent that the same are insurable at law Geographical and Jurisdiction Limits arising out of: a) work in connection with any contract performed outside the Geographical Limits; b) any judgement award payment or settlement made within countries which operate under the laws of the United States of America or Canada; c) any order made anywhere in the world to enforce any judgment, award or settlement either in whole or in part, made in the Courts of or under the laws of the United States of America or Canada Insolvency arising directly or indirectly from the insolvency, receivership, bankruptcy, liquidation or financial difficulties of the Insured Insured and Associates brought and/or sustained by: b) any company, partnership or entity in which the Insured or any director or partner of the Insured has a financial or executive interest; provided that this exclusion shall not apply to such Claims originating from an independent third party Intellectual Property arising directly or indirectly from the infringement of copyright, patent, registered design, trade mark or any other intellectual property rights Joint Ventures and Consortia which results directly or indirectly from the operation or existence of any joint venture or consortia in which the Insured has an interest unless the Company s prior written consent to such joint venture or consortia is obtained and endorsed on the policy Known Circumstances arising from, contributed to or consequent upon any Claim or circumstance: a) known to the Insured prior to the inception of this policy or which in the reasonable opinion of the Company ought to have been known to the Insured; b) notified or which ought to have been notified by the Insured under any other policy of insurance prior to the inception of this policy (whether insured by the Company or not) 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 Liquidated Damages arising from an agreement by the Insured to pay penalties or liquidated damages unless liability would have attached to the Insured in the absence of such penalty clause or liquidated damages clause Mould arising from or attributable wholly or partially to: a) any Fungus(i), Mould(s) mildew or yeast,; b) any Spore or toxins created or produced by or emanating from such Fungus(i), Mould(s), mildew or yeast; c) any substance, vapour, gas, or other emission or organic or inorganic body or substance produced by or arising out of any Fungus(i), Mould(s), mildew or yeast; a) any Insured or any subsidiary of the Insured; APC Architects and Engineers PI Wording 11/13 8

9 d) any material, product, building component, building or structure, or any concentration of moisture, water or other liquid within such material, product, building component, building or structure that contains, nurtures or acts as a medium for any Fungus(i), Mould(s), mildew, yeast, or Spore(s) or toxins emanating therefrom, regardless of any other cause, event, material, product and/or building component that contributed concurrently or in any sequence. For the purposes of this exclusion, the following definitions are added to this policy: Fungus(i) includes, but is not limited to, any plants or organisms belonging to the major group fungi, lacking chlorophyll, and including moulds, rusts, mildews and mushrooms. Mould(s) includes, but is not limited to, any superficial growth produced on damp or decaying organic matter or on living organisms, and fungi that produced moulds Nuclear Risks of whatsoever nature caused directly or indirectly by, or contributed to by, or arising from: a) any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof; b) subsequent spread, migration or movement of Pollutants following a) above; c) the costs of cleaning up, containing, treating, detoxifying, neutralising, removing, monitoring of or testing for Pollutants and their effects whether or not the above is performed by the Insured or third parties. This exclusion will not apply to any loss arising directly from a Negligent Act by the Insured in the course of the Insured s Business provided always that the maximum amount payable by the Company in respect of all such Claims (including its liability for costs and expenses pursuant to Insuring Clause 1.4) shall not exceed 1,000,000 in the aggregate during the Period of Insurance Products arising directly or indirectly from goods or products sold, supplied, repaired, altered, manufactured, constructed, installed or maintained by the Insured Retroactive Date arising out of any act, error or omission alleged to have been committed prior to the retroactive date (if any) specified in the schedule Rights of Third Parties any person who is not a party to this policy has no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment or re-enactment thereof to enforce any term of this policy. b) ionising radiations or contamination by radioactivity from any or from any nuclear waste from the combustion of nuclear fuel Other Insurance in respect of which an Insured is or, but for the existence of the policy would be, entitled to indemnity under any other policy of insurance except in respect of any excess beyond the amount which would have been payable under such other policy of insurance had this policy not been effected Partnership Disputes arising directly or indirectly under or in connection with any partnership agreement or arrangement to which any Insured may be party Pollution arising out of or related directly or indirectly to or in consequence of seepage, pollution or contamination of any kind including, but not limited to: a) ingestion, inhalation, absorption, release, escape, discharge, dispersal, seepage or contact with or exposure to Pollutants; 2.30 Surveys arising directly or indirectly from any survey, inspection or valuation unless: a) a written report has been prepared and signed by a fellow or associate of the Royal Institute of British Architects, the Royal Institute of Irish Architects, the Royal Incorporation of Architects in Scotland, the Royal Society of Ulster Architects, the Royal Institution of Chartered Surveyors or by any person registered with the Architects Registration Board with not less one year s relevant experience, or by any person with more than five years relevant experience in undertaking surveys, inspections or valuations of a similar nature; and b) the report includes the following clause: We have not inspected woodwork or other parts of the structure which are covered, unexposed or inaccessible and we are therefore unable to report that any such part of the property is free from defect Terrorism of whatsoever nature caused directly or indirectly by, or resulting from, any act of terrorism. For the purpose of this exclusion an act of terrorism includes without limitation, the use of force, violence and/or threat thereof, by any person or group(s) of APC Architects and Engineers PI Wording 11/13 9

10 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 extends to loss, damage, costs or expense of whatsoever nature arising from a Claim made against an Insured directly or indirectly caused by or resulting from any action taken in controlling, preventing or suppressing any such act of terrorism Trading Debts for any trading or personal debt of any Insured, or breach of any Insured of any contract or arrangement for the supply to or use by the Insured of goods and services War of whatsoever nature caused directly or indirectly by, or contributed to by, or arising from: a) war, invasions, 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; b) any action taken in controlling, preventing or suppressing a) above. 3. CONDITIONS The Company shall be under no liability in respect of any Claim or circumstances in respect of which there has been a breach of any condition designated below as a Condition Precedent. 3.1 Limit of Company s Liability The Company s liability for Any One Claim covered by this policy (other than its liability for costs and expenses pursuant to Insuring Clause 1.4) shall not exceed the Limit of Indemnity. However in respect of Insuring Clause 1.5 the Company s aggregate liability for Any One Claim and for the total of all such Claims (including its liability for costs and expenses pursuant to Insuring Clause 1.4) shall not exceed the Limit of Indemnity. 3.3 Claim Reporting It is a Condition Precedent that the Insured shall give to the Claims Department of the Company notice in writing as soon as reasonably practicable during the Period of Insurance of: a) any Claim made against any Insured; b) the receipt of any notice from any party of an intention to make a Claim against any Insured; c) the discovery of reasonable cause for suspicion of dishonesty or fraud on the part of any present or former partner, director, sole principal, employee or any other Insured whether or not giving rise to a Claim or to circumstances which are likely to give rise to a Claim; d) the discovery that Documents have been destroyed, damaged, lost or mislaid and which after a diligent search cannot be found and for which cover for the costs and expenses of replacing or restoring is afforded pursuant to Insuring Clause Circumstances which may give rise to a Claim It is a Condition Precedent that the Insured shall give to the Claims Department of the Company notice in writing as soon as reasonably practicable during the Period of Insurance of any circumstances of which any Insured becomes aware which may give rise to a loss or Claim against any Insured irrespective of the Insured s views as to the validity of such Claim. Any Claim subsequently made arising from such circumstances 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 For the avoidance of doubt, any sub-limits provided within this policy or included by endorsement shall be part of and not in addition to 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. It is a Condition Precedent that the Insured shall not admit liability, make any offer, promise or payment, enter into any compromise, settle or incur any costs or expenses in relation to any Claim or Claims or any circumstance(s) which may give rise to a Claim or Claims notified under Condition 3.4 without the prior written consent of the Company. In the event of notification of a Claim or circumstances which may give rise to a Claim notified under Condition 3.4, the Insured will render all reasonable assistance to the Company in its investigation of the Claim or circumstances and shall cooperate fully in the defence. APC Architects and Engineers PI Wording 11/13 10

11 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 such Claim and to conduct an investigation into circumstances notified under Condition 3.4 above which may give rise to a Claim and to receive at all times the full cooperation of the Insured for this purpose. Nevertheless neither the Insured nor the Company shall be required to contest or continue to contest any legal proceedings or arbitration unless a Queens Counsel (to be mutually agreed upon by the Insured and the Company) shall advise that, taking due account of the interests of both the Company and the Insured, such proceedings should be contested. 3.7 Discovery of Dishonesty or Fraud Upon the discovery of any dishonest or fraudulent act or omission on the part of any Employee, the Insured must: a) immediately take all reasonable steps to prevent any loss or Claim; and b) if the Company so request, take all reasonable steps at the Insured s expense 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; and c) account to the Company for: i) any monies, asset 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, asset or entitlement from that Insured; 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) iii) to the payment made by the Company; any Deductible or other uninsured payment made by any Insured. d) The Company hereby agrees that it will waive any right of recovery against any Insured to which it may be subrogated except for any right in respect of any payment made by the Company as a direct or indirect result of a dishonest or fraudulent act or omission against any Insured committing, condoning or otherwise concerned in the fraud or dishonesty Arbitration Any dispute or difference hereunder shall be determined by a single arbitrator having no less than ten years relevant insurance industry experience as a lawyer or otherwise to be appointed by agreement between the parties or in default of agreement by the President for the time being of the Chartered Institute of Arbitrators upon the application of any party. 4. SPECIAL CONDITIONS ii) any monies recovered following any action carried out pursuant to sub-clause b) above. 4.1 Innocent Breach of Duty 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 False or Fraudulent Claims In the event of non-disclosure, misrepresentation of facts or untrue statements in the proposal form or in any other information which the Insured and/or its agent(s) 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 that: If any Insured shall prefer any Claim knowing the same to be false or fraudulent as regards the amount or otherwise, this policy shall become void and all Claims and payments hereunder shall be forfeited. 3.9 Governing Law and Jurisdiction This policy is governed by and shall be construed in accordance with the laws of England of Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales Subrogation a) the Insured shall establish to the Company s satisfaction that any such non-disclosure, misrepresentation of facts or untrue statement was innocent and free of any fraudulent conduct or intent to deceive; and b) the Company shall be entitled to adjust the premium and terms to those which would have applied had such circumstances been disclosed; and c) in the case of a Claim first made against the Insured during the Period of Insurance where the Insured had previous knowledge of the circumstance(s) relating to such Claim and the Insured should have notified the same under a preceding policy (whether with other insurers or not), then, where the indemnity or cover under this policy is greater or wider in scope than that 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 to which the Insured would have been entitled under APC Architects and Engineers PI Wording 11/13 11

12 such preceding policy, the Company shall only be liable to afford indemnity to such amount and extent as would have been applicable during such preceding policy. 4.2 Breach of Condition Where the Insured has breached or failed to comply with any provision in Conditions 3.3 and/or 3.6 of this policy, the Company shall not (subject to proviso c) in Special Condition 4.1) avoid any Claim under this policy, but where such breach or non-compliance has resulted in prejudice to the handling or settlement of any Claim, the Company shall be entitled to reduce the indemnity afforded by this policy in respect of such Claim to such sum as in the Company s reasonable opinion would have been payable by them in the absence of such prejudice. 4.3 Attribution Notwithstanding the terms of Definition 5.10 the knowledge of each Insured shall be attributed to each other Insured for the purposes only of the Insured s duties of disclosure and all and any representations or statements made by or on behalf of any Insured in the negotiation and agreement of this policy. 4.4 Alteration The Insured shall give the Company immediate written notice of any material change in the identity of the Insured or the nature of scope of the Insured s Business and the Company shall not afford any indemnity in respect of any Claim or for any loss, costs or expenses: a) unless and until the Company has agreed in writing to accept the altered risk; and b) the Insured has paid or agreed to pay any additional premium charged and/or accept any revised terms and conditions. For the avoidance of doubt, if the Company does not agree to amend the policy in respect of the altered risk, this policy will continue to provide cover until the expiry of the Period of Insurance but only in respect of Negligent Acts committed prior to the effective date of the change. continue in full force and effect but shall be deemed to exclude the particular Claim or loss referred to in the said notice (as if the same had been specifically endorsed ab initio). 4.7 Cancellation The Company may cancel this policy by giving thirty days written notice to the Insured at the address stated in the schedule in the event of non-payment of premium. Upon such cancellation the Company shall be entitled to retain or be paid such proportion of the premium as the period for which it was on risk bears to the Period of Insurance but the full policy premium shall be payable to the Company in the event of notification of a Claim, loss or circumstance which may give rise to a Claim prior to the date of cancellation. 5. DEFINITIONS In this policy unless the context otherwise requires the following terms have the meanings set out below: 5.1 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. 5.2 Change in Control The happening of any of the following: 4.5 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 Negligent Acts committed prior to the effective date of the Change in Control. 4.6 The Company s Rights 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. 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 5.3 Claim afforded hereunder any Claim or loss which has arisen or which may arise and which is related to the circumstances which entitle the Company to avoid this policy. This policy shall then Insured s Business. APC Architects and Engineers PI Wording 11/13 12 A demand for civil compensation or damages from, or the assertion of a right against, any Insured which arises out of the

13 5.4 Claimant Any person or entity who has made, or may make, a Claim. 5.5 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. 5.7 Documents All documents including computer systems records (providing the Insured maintains duplicates of such records), but excluding bearer bonds, coupons, bank notes, currency notes and negotiable instruments. 5.8 Employee Any person under a contract of service with the Insured employed in the conduct of the Insured s Business. 5.9 Geographical Limits above in the event of that person s death, incapacity, insolvency or bankruptcy Insured s Business The professional services provided by the Insured as more particularly described in the proposal form Limit of Indemnity The sum specified as the limit of indemnity in the schedule Negligent Act Negligent act(s), negligent error(s) or negligent omission(s) Period of Insurance The period of insurance specified in the schedule Pollutants Any solid, liquid, gaseous or thermal irritants, smoke, vapour, soot, fumes, acids, alkalis, chemicals waste or other substances or contaminants or bacteria or moulds or other fungi including but, not limited to, mildew, mycotoxins, spores or any other substance or product, produce or released by moulds or fungi which actually or are alleged to adversely affect land, water, atmosphere, property, buildings, other structures or people or animals, plants and all other living organisms or the general environment. Authorised by a Company Official Worldwide excluding United States of America and Canada, unless stated otherwise in the schedule Insured The following, each of whom shall be severally insured hereunder: a) the company, partnership, sole principal or unincorporated association named in the schedule and contracting with the Company for this policy; b) any director or former director; each partner at the commencement of and from time to time during the Period of Insurance and any former partner; sole principal and any former sole principal, members and officers; Sean Patrick Rocks Chief Executive Officer Liberty Mutual Insurance Europe Limited c) any person who is or has been under a contract of service with the Insured; d) the estates and/or legal representatives of any person constituted an Insured under subparagraphs a) b) c) APC Architects and Engineers PI Wording 11/13 13