QBE Insurance Intermediaries PI-15-Ins. Insurance Intermediaries Professional Liability Insurance Policy

Transcription

1 QBE Insurance Intermediaries PI-15-Ins Insurance Intermediaries Professional Liability Insurance Policy

2 Contents 1 Our agreement in general Parties to this agreement Words in bold Policy structure Policy period and premium Signature Intermediaries liability cover Professional liability cover Civil liability Limit of indemnity Professional liability costs and expenses Court attendance compensation Defence costs Professional liability extensions Dishonesty of employees Hacker protection Joint ventures Loss of or damage to documents Public relations management Regulatory and statutory investigations General exclusions Aircraft, watercraft, vehicles or buildings Appointed representatives Asbestos Associated company Assumed duty or obligation Bodily injury and property damage Contractual Liability Excess Existing claims Fines or exemplary damages Insolvency Insurance management Insurers claims Legislation and regulation Liability arising out of employment Management liability Negotiable paper Non-approved mediation activities North America Nuclear risks Other insurance Patent or trade secret Pension, benefit, fund management Pollution Products liability Reckless acts of defamation Retroactive date Self-replicating computer virus Take-over or merger Territorial limits Trading loss and liabilities Unauthorised activities Unrated insurers Underwriting losses War and terrorism Duties in the event of a claim Claim notification Insured s duties Claim Procedure Insurer s rights Disputed defence or appeal Subrogation Waiver of subrogation against employees General terms and conditions Applicable law Assignment Cancellation Confidentiality Contract (Rights of Third Parties) Act Document management Dispute resolution Material inaccuracy Minimisation of risk Observance Privacy and the Data Protection Act Representation Sanctions limitation and exclusion Subscribing insurer General definitions and interpretation Appointed representative Bodily injury Business services Circumstance Claim Computer Virus Defence cost(s) Documents Employee Excess Hacker Information and communication assets Insolvency event Insured Insured section Insurer Jurisdiction Limit of indemnity Matter Multimedia activities North America Parent Period of insurance Policy Pollutant Pollution Property damage Proposal Retroactive date Schedule Sub-contractors Subsidiary Take-over or merger Territorial limit Terrorism War Complaints What the insured should do Financial Ombudsman Service (FOS) Financial Services Compensation Scheme 25

3 1 Our agreement in general 1.1 Parties to this agreement This policy is between the insured and the insurer as declared in the schedule. This document, together with its schedule and any attached endorsements is the policy which sets out this insurance. It is a legal contract so please read all of it carefully. 1.2 Words in bold Words in bold typeface used in this policy document, other than in the headings, have specific meanings attached to them as set out in the General definitions and interpretation. 1.3 Policy structure Each insured section sets out the scope of the main coverage and the circumstances in which the insurer s liability to the insured is limited or may be excluded. Further, each insured section sets out other terms and conditions relevant to that insured section. The cover provided by each insured section is only operative if stated as insured in the schedule. Where any schedule heading or sub-heading states n/a, not applicable or not insured then no cover applies for that item Additional clauses set out terms, exclusions or limitations that may apply to more than one insured section The following general terms apply to all insured sections, clauses and endorsements: a) Duties in event of a claim or potential claim; b) General terms and conditions; c) General definitions and interpretation; and d) Complaints. 1.4 Policy period and premium The policy will provide insurance as described herein for the period of insurance provided the premium(s) and other charges are paid to and accepted by the insurer on or before the payment date shown in the schedule. Taxes, levies and other relevant fiscal charges are payable in addition to the premium The premium is deemed paid and accepted on receipt by the insurer or the broker appointed to place this insurance with the insurer If any premium (including a premium instalment) is not paid and accepted by the insurer on or before its payment date shown in the schedule the insurer can give written notice to the insured at its address shown on the schedule, cancelling the policy with effect from the seventh (7 th ) day after the notice has been served. Cancellation will be prevented from taking effect and the policy will continue if the late premium instalment and any other remaining premium instalments are paid and accepted before the cancellation takes effect. Without prejudice to other forms of service, notice of cancellation is deemed to be served on the third (3 rd ) day after being posted if sent by pre-paid letter post properly addressed. 1.5 Signature In evidence of the insurer s intention to be bound by this insurance, it prints the signature of its Chief Executive Officer. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 3 of 25

4 2 Insured section Intermediaries liability cover 2.1 Professional liability cover Civil liability The insurer agrees to indemnify the insured for legal liability to pay compensatory damages from any claim first made against the insured during the period of insurance and arising out of the insured's or appointed representatives performance of business services or multimedia activities, and where the claim arises out of any actual or alleged: a) breach of professional duty, negligent act, negligent error, negligent omission, negligent misstatement or negligent misrepresentation; b) defamation or other tort related to disparagement of character, including libel, or slander; c) transmission of a computer virus; d) any form of invasion, infringement or interference with rights of privacy or publicity; e) infringement of intellectual property rights including but not limited to copyright, design (including in respect of semiconductor topographies i.e. circuit boards), title, slogan, trademark, trade name, trade dress, service mark, service name, domain name or metatag, breach of confidence, breach of moral rights, passing off, plagiarism, piracy or misappropriation of ideas under implied contract, including a breach of a hold harmless or indemnity agreement specified in a written contract for the supply of business services or matter; f) civil liability not included above Limit of indemnity a) The insurer s liability under this insured section in respect of any one claim (unless expressly stated otherwise in the schedule) shall not exceed the amount stated as the limit of indemnity in the schedule exclusive of defence costs that will be payable in addition to the limit of indemnity unless such defence costs are expressly stated in any clause as being included within the limit of indemnity. b) Where provided, the sub-limit of indemnity in respect of North America will always be in the aggregate inclusive of defence costs and the limit granted is deemed to be part of and not in addition to the overall policy limit of indemnity specified in the schedule. c) The limit of indemnity provided in respect of transmission of a computer virus Civil liability c) is the maximum payable any one claim and in the aggregate during the period of insurance inclusive of defence costs. 2.2 Professional liability costs and expenses Court attendance compensation The insurer will pay compensation to the insured, with the prior written consent of the insurer, in the event that the legal advisers acting on behalf of the insured require any insured, any employee or any other relevant party (not including expert witnesses), to attend court or any arbitration or adjudication hearing as a witness of fact in connection with a claim made against the insured for which cover is afforded under this policy, at the following rates for each day or part thereof on which attendance is required: a) any principal partner, member or director of the insured GBP500; b) any employee GBP250; c) other relevant party up to GBP Defence costs Following any event which is or may be the subject of indemnity under this insured section the insurer agrees to indemnify the insured for defence costs, incurred with the prior written consent of the insurer provided that if the limit of indemnity is exhausted by the PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 4 of 25

5 payment or settlement of any claim or loss the insurer s liability to pay defence costs in respect of that claim or loss shall be limited to such proportion of those defence costs as the limit of indemnity available for payment or settlement of that claim or loss bears to the total payment (including where applicable claimants' costs) required to dispose of that claim or loss. 2.3 Professional liability extensions The coverage provided under this insured section is extended to provide cover for the following Dishonesty of employees The insurer will indemnify the insured for legal liability to pay compensatory damages as a result of any claim against the insured during the period of insurance when alleged in conjunction with a claim covered under the Civil liability clause arising directly or indirectly from any dishonest, fraudulent, malicious or criminal act or omission of any of the insured s employees excluding partners, directors or principals, but the insurance by this policy excludes any indemnity to the insured s employee committing or colluding in the dishonest act, fraud, malicious or illegal act or omission Hacker protection The insurer will indemnify the insured against all sums which the insured shall become legally liable to pay above the excess as a result of any claim against the insured during the period of insurance as a result of a third party s good faith reliance on a hackers fraudulent use of the insured s information and communication assets where there was a clear intention to cause the insured loss or obtain a personal gain for the hacker. The insurer s liability to indemnify under this clause shall not exceed the sub-limit of indemnity as stated in the schedule which is inclusive of defence costs and the maximum payable any one claim and in the aggregate during the period of insurance Joint ventures The insurer agrees to indemnify the insured against any claim covered under the Civil liability clause brought during the period of insurance against the insured arising solely from business services acts of the insured in any joint venture provided always that the relevant fees or turnover have been declared to the insurer at the renewal immediately following the commencement of such work and all subsequent renewals. For the purpose of clarity this extension shall only apply to acts of the insured Loss of or damage to documents The insurer will indemnify the insured for costs and expenses reasonably incurred in replacing or restoring documents discovered by the insured to be lost, damaged or destroyed and, after diligent search, cannot be found provided that: a) the discovery of such loss of documents occurred during the period of insurance and is notified to the insurer in accordance with the terms of this policy; b) such coverage shall be limited to the costs, charges and expenses of whatsoever nature incurred by the insured in replacing and/or restoring such documents and any claim for such costs, charges and expenses shall be supported by bills and/or accounts which shall be subject to prior written approval by a competent person nominated by the insurer with the consent of the insured; c) such coverage shall be limited to the loss of any documents which were in the physical custody or control of the insured or any other person to whom the insured entrusted, lodged or deposited such documents in the ordinary course of business; d) the insurer s liability to indemnify under this clause shall not exceed the sub-limit of indemnity stated in the schedule which amount is inclusive of defence costs and the maximum payable any one claim and in the aggregate during the period of insurance Public relations and crisis management services Following a claim under this insured section, the insurer will pay all reasonable costs which the insured incurs with the insurers prior written consent for a public relations and/or PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 5 of 25

6 crisis management consultant to avert or mitigate damage to any of the insured s brands; provided that: a) the insurer s maximum liability shall not exceed the sub-limit of indemnity stated in the schedule which amount is the maximum payable any one claim and in the aggregate during the period of insurance; b) the public relations and/or crisis management consultants shall be chosen by the insurer who shall take into account the nature of the claim or loss and the cost and quality of the services that they can deliver, unless the insured has reasonable cause to request a different public relations consultancy and the insurer and insured mutually agree upon such a company Regulatory, governmental and statutory investigations Following a claim under this insured section, the insurer will pay all reasonable costs which the insured incurs with the insurer s prior written consent in respect of: a) any regulatory, governmental or statutory investigations into any breach or alleged breach of any laws, rules or regulations, or any disciplinary or enforcement actions, notices, variations in permission, awards, tribunals, civil proceedings or appeals; b) any actions brought by the Financial Conduct Authority or Prudential Regulatory Authority or their predecessors, including any investigations into any breach or alleged breach of any rules or regulations, or any regulatory disciplinary or enforcement actions, notices, variations in permission, awards, or tribunals. The insurer s liability to indemnify under this clause shall not exceed the sub-limit of indemnity as stated in the schedule which is inclusive of defence costs and the maximum payable any one claim and in the aggregate during the period of insurance. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 6 of 25

7 3 General exclusions This insured section excludes and does not cover: Aircraft, watercraft, vehicles or buildings any claim, liability, loss or defence costs arising directly or indirectly from: a) the ownership, possession or use by or on behalf of the insured of any aircraft, watercraft or mechanically propelled vehicle; b) the ownership or possession by or on behalf of the insured of any buildings, structures, premises, land or property (mobile or immobile) or that part of any building leased, occupied or rented by the insured Appointed representatives directly or indirectly arising out of, or in any way involving: a) the insured s liability for the activities of an appointed representative that are outside the scope of that appointed representative s appointment with the insured; b) the insured s liability for any person or entity who should have, but has not, been notified to the Financial Conduct Authority or Prudential Regulatory Authority or their predecessors as an appointed representative; c) claims by the insured s appointed representatives against the insurer under this policy or against the insured. d) activities of an appointed representative that have not been disclosed to the insurer Asbestos any claim, alleged claim, liability, loss or defence costs directly or indirectly arising out of resulting from or in consequence of or in any way involving asbestos or any materials containing asbestos in whatever form or quantity Associated company any claim, liability, loss or defence costs brought or maintained by or on behalf of: a) any insured or any parent of the insured or any subsidiary; or b) any firm, partnership or entity in which the insured or any director or partner of the insured has a financial or executive interest; c) any person who, at the time of the act, error or omission giving rise to the claim, is a family member unless such a person is acting without any prior or indirect solicitation or co-operation of any insured (family member means any spouse, domestic partner, parent, parent of a spouse or domestic partner, sibling or child); provided that this exclusion shall not apply to such claims originating from an independent third party Assumed duty or obligation any claim, liability, loss or defence costs 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 the insured s business services Bodily injury and property damage any claim, liability, loss or defence costs directly or indirectly arising out of, or in any way involving bodily injury and/or property damage: a) to or of any employee whilst in the course of their employment for or on behalf of the insured; and b) to any person, other than an employee, or damage to or destruction of any property including loss of use thereof, provided that this exclusion shall not apply to claims arising from breach of professional duty, negligent act, negligent error, negligent omission, negligent misstatement or negligent misrepresentation in the conduct of the insured s business services. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 7 of 25

8 3.1.7 Contractual Liability any claim, loss, liability, expenses, costs or defence costs arising out of any breach of contract, including but not limited to breach of any express warranty or guarantee, except that this exclusion shall not apply to any liability which the insured would have incurred in the absence of such contract, warranty or guarantee Excess the amount of the excess stated in the schedule Existing claims any claim: a) made, threatened or intimated against the insured prior to the period of insurance; b) liability, loss or defence costs directly or indirectly arising out of, or in any way involving any fact or circumstance: i) of which written notice has been given under any previous policy (whether insured by the insurer or not); or ii) of which the insured first became aware prior to the period of insurance and which the insured knew or ought reasonably to have known had the potential to give rise to a claim or loss Fines, penalties, punitive, multiple or exemplary damages a) any fines or penalties; b) any punitive, multiple or exemplary damages where such have been identified separately within any award of any court or tribunal Insolvency any claim, loss, liability, expenses, costs or defence costs arising out of or relating directly or indirectly to the insolvency event of the insured or of any insurance company, building society, bank, investment manager, stockbroker, investment intermediary, or any other business, firm or company with whom the insured has arranged directly or indirectly any insurances, investments or deposits Insurance management any claim, loss, liability, expenses, costs or defence costs directly or indirectly arising out of, or in any way involving any act, error or omission committed in the course of the activities of the insured as managers of any insurance company, or Lloyd s Underwriting Agents Insurers claims any claim, loss, liability, expenses, costs or defence costs claimed by any underwriter or insurance company by reason of any act, error or omission committed by the insured in the course of its activities as that underwriter s or company s appointed representative or agent Legislation and regulation any claim, liability, loss or defence costs arising out of the insureds breach of any taxation, competition, restraint of trade or anti-trust legislation or regulation including but not limited to: a) the Employment Retirement Income Security Act 1974 and any amendment thereto, or any rules or regulations promulgated thereunder; b) any actual or alleged violations of the Racketeer Influenced and Corrupt Organisation Act 18 USC Sections 1961 et seq and any amendments thereto, or any rules or regulations promulgated thereunder; c) any actual or alleged violation of any of the provisions of the Securities Act of 1933, the Securities Exchange Act 1934 or any similar Federal or State law or any common law relating thereto Liability arising out of employment any claim, liability, loss or defence costs arising from the 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 PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 8 of 25

9 employment contract or arrangement, termination of a training contract or contract of apprenticeship, harassment, discrimination or like conduct Management liability any claim, liability, loss or defence costs caused by or arising from any personal liability incurred by a director or officer of the insured when: a) acting in that capacity or managing the insured's business; or b) in breach of their fiduciary duty, other than when performing a business activity for a client; or c) making or issuing any statement, representation or information concerning the insured and the business services contained in any accounts, reports or financial statements Negotiable paper any claim, liability, loss or defence costs arising directly or indirectly from the loss, damage or destruction of any bearer bonds, coupons, share certificates, stamps, money or other negotiable paper Non-approved mediation activities any claim, liability, loss or defence costs arising directly or indirectly arising out of, or in any way involving introducing, proposing, carrying out other work preparatory to concluding, or assisting in the administration or performance of any insurance products other than those declared in the proposal and previously agreed in writing by the insurer North America any claim, loss, liability, expenses, costs or defence costs, in respect of any proceedings (including arbitration or regulatory proceedings), judgment, award, payment, defence costs or settlement delivered, made or incurred within countries which operate under the laws of North America (or to any order made anywhere in the world to enforce such judgment, award, payment, defence costs or settlement either in whole or in part) unless jurisdiction is stated to include North America Nuclear risks any claim, loss, liability, expenses, costs or defence costs arising directly or indirectly from or attributable to: a) ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; b) the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof Other insurance any claim, loss, liability, expenses, costs or defence costs where the insured is entitled to indemnity under any other policy except in respect of any excess beyond the amount which would have been payable under such policy had this policy not been effected. Where any policy more specific to the matter for which indemnity is sought exists, this policy shall sit in excess of any such policy Patent or trade secret any claim, liability, loss or defence costs arising directly or indirectly out of the infringement of any patent or trade secret Pension, benefit, trust fund management any claim, liability, loss or defence costs arising directly or indirectly from the insured s operation or administration of any pension or employee benefit scheme or trust fund, or the sale or purchase of or dealing in any stocks, shares or securities or the misuse of any information relating to them, or the insured s breach of any legalisation or regulation related to these activities Pollution any claim, liability, loss or defence costs for: PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 9 of 25

10 a) bodily injury, sickness, disease or death, damage or loss of use of property directly or indirectly caused by seepage, pollution or contamination; and/or b) the removing nullifying or cleaning-up seeping, polluting or contaminating substances Products liability any claim, liability, loss or defence costs directly or indirectly arising out of, or in any way involving goods or products, sold, supplied, recalled, repaired, altered, treated, manufactured, constructed, installed or maintained by the insured or by any consultant, appointed representative or agent of the insured Reckless and malicious acts of defamation any claim, liability, loss or defence costs directly or indirectly arising out of any defamatory statement that was made recklessly or maliciously by the insured Retroactive date any claim, liability, loss or defence costs arising from any act, error or omission committed, or alleged to have been committed, prior to the retroactive date Self-replicating computer virus any claim, loss, liability, expenses, costs or defence costs directly or indirectly arising from any self replicating computer virus Take-over or merger any claim, loss, liability, expenses, costs or defence costs arising directly or indirectly by reason of acts, errors or omissions committed by the insured after the date of any take-over or merger unless otherwise agreed by the insurer Territorial limits any claim, liability, loss or defence costs arising from or alleged to have been caused by or sustained from an act committed outside the territorial limit and/or from any claims first brought in a court outside the jurisdiction Trading loss and liabilities any claim, loss, liability, expenses, costs or defence costs arising directly or indirectly from: a) the insured's lost profit, mark-up or liability for VAT or its equivalent; b) the insured's trading loss or trading liability including those arising from the loss of any client, account or business; c) the insured's decision to notify individuals or procure credit monitoring services following any form of data breach Unauthorised activities any claim, loss, liability costs or defence costs directly or indirectly arising of or in any way involving any activity for which the insured or appointed representative do not have permission from the Financial Conduct Authority or Prudential Regulatory Authority Unrated insurers any claim, loss, liability costs or defence costs directly or indirectly arising of or in any way involving insurances arranged directly or indirectly with any insurance company or underwriter whose financial strength rating is not at least BBB (Standard & Poors) at the time of such insurances inception Underwriting losses any claim, loss, liability, expenses, costs or defence costs directly or indirectly arising out of, or in any way involving: a) underwriting losses of the insured; b) any disputes over claims brought, or attempted to be brought under any contract of reinsurance or reassurance or bond or self-insurance programme provided by or managed by, or on behalf of, the insured; c) any intentional breach of any binding or underwriting authority granted to the insured. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 10 of 25

11 War and terrorism any claim, loss, liability, expenses, costs or defence costs of whatsoever nature directly or indirectly caused by, resulting from or in connection with war or terrorism regardless of any other cause or event contributing concurrently or in any other sequence to the claim. This exclusion also excludes any claim, liability costs, defence costs or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to any of the above. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 11 of 25

12 4 Duties in the event of a claim or potential claim Except for b) of the Claim notification clause below the due observance and fulfilment of the provisions of Claim notification, insured s duties and claim procedure are a condition precedent to the insurer s liability for any claim under this policy. The Observance clause sets out the consequences of a failure to comply with conditions precedent or policy provisions such as the said clauses. 4.1 Claim notification The insured will give notice in writing or by an agreed electronic medium, to the insurer: a) as soon as reasonably practical of any claim, but in any event not later than thirty (30) days from receipt of any claim or any notice of an intention to make a claim and for the avoidance of doubt within the period of insurance; b) as soon as reasonably practical of any circumstance, but in any event before expiry of the period of insurance; c) within two (2) working days, but in any event before expiry of the period of insurance, of receipt of any notice of intention to adjudicate, notice of adjudication, referral notice or any adjudication notice pursuant to contract; with full particulars thereof. Provided always that such written notice is given to the insurer during the same period of insurance or (if the insured does not renew this insurance with the insurer) within seven (7) days after its expiry The insurers agree that any circumstance notified to them during the period of insurance which subsequently gives rise to a claim after expiry of the period of insurance shall be deemed to be a claim first made during the period of insurance Notice to the insurer must be given to the claims notification address specified in the schedule and given separately from any renewal application. 4.2 Insured s duties For each and every claim the insured and any person acting on behalf of the insured must: a) not admit responsibility, make an offer or promise, nor offer payment or indemnity without the written consent of the insurer; and b) not incur any expense without the consent of the insurer except at the insured s own cost; and c) always act honestly, there being no right to any form of payment or indemnity under the policy in the event that any claim is made fraudulently; and d) give all such information or assistance possible and forward all documents, to enable the insurer to investigate, settle or resist any claim as the insurer may require; and e) provide such proofs and information with respect to the claim as may reasonably be required, together with (if demanded) a statutory declaration of the truth of the claim and any matters connected therewith; and f) not destroy evidence, supporting information or documentation without the insurer s prior consent; nor destroy any plant or other property relating to an occurrence, loss or suit that may give rise to a claim under this policy. 4.3 Claim Procedure For each and every claim the insured and any person acting on behalf of the insured must: immediately send the insurer copies of any request, demand, order, notice, summons, legal paper and all documents relating thereto, in connection with an insured event as soon as received by the insured. In addition, the insured must co-operate with the insurer or their appointed agents to allow them to comply with such relevant practice directions and preaction protocols as may be issued and approved from time to time by the head of civil justice; and PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 12 of 25

13 4.3.2 authorise the insurer to obtain medical records or other pertinent information upon request, in the event of an insured event involving bodily injury; prove, if it is alleged that an event is not covered or that the indemnity is otherwise limited being war or an act of terrorism that the said exclusion or limit of indemnity does not apply, it being understood and agreed that any portion of an exclusion or limit of indemnity being found invalid, inapplicable or unenforceable will not in any way render the remainder of the exclusion or limit invalid, inapplicable or unenforceable. 4.4 Insurer s rights Claims will be handled and administered by the insurer or such parties as the insurer in its absolute discretion may determine The insurer will be under no obligation to investigate any potential claims or to undertake the conduct of any proceedings in connection with such claims and will be at liberty in all cases to leave the conduct of such proceedings wholly to the insured, upon such conditions as regards the payment of costs and with such liberty to bind the insurer by compromise as the insurer may in its absolute discretion determine The insurer may at any time pay the limit of indemnity (after deduction of any sums already paid) or such lesser sum for which the claim can be settled and will relinquish the conduct and control of the claim and be under no further liability, except (where payable under the relevant insured section) for payment of defence costs incurred prior to the date of payment The insurer may at any time apply to the insured for reimbursement for payments made under Civil liability clause or extension thereto but which do not exceed the excess. 4.5 Disputed defence or appeal If any dispute arises between the insured and the insurer as to whether a prosecution should be defended or an appeal made, such dispute will be referred to a Queen s Counsel (or Solicitor with at least 20 years experience in the field of insurance law) to be mutually agreed between the parties (or in default of agreement to be nominated by the President of the Law Society) whose decision will be final. 4.6 Subrogation For each and every claim the insured and any person acting on behalf of the insured must not waive any rights of recourse or recovery against any other person, including any subcontractor relating to an occurrence, loss or suit that may give rise to a claim under this insurance and must assist the insurer in all respects in exercising such rights if requested to do so by the insurer The insured will at the request and expense of the insurer do and concur in doing and permit to be done all such acts and things as may be necessary or reasonably required by the insurer for the purpose of enforcing any rights and remedies or of obtaining relief or indemnity from other parties to which the insurer will be or would become entitled or subrogated upon its paying for or the making good of any damage under this section, whether such acts and things will be or become necessary or required before or after their indemnification by the insurer In the event of any payment under this insurance, the insurer will act in concert with all other interested persons (including the insured) concerned in the exercise of any rights of recovery The apportioning of any amounts which may be so recovered will follow the principle that any interested persons (including the insured) that will have paid an amount over and above any payment hereunder, will first be reimbursed up to the amount paid by them; the insurer is then to be reimbursed out of any balance then remaining up to the amount paid hereunder; lastly, the interested persons (including the insured) to whom this coverage is in excess shall be entitled to claim the residue, if any. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 13 of 25

14 4.6.5 Expenses necessary to the recovery of any such amounts will be apportioned between the interested parties concerned, in the ratio of their respective recoveries as finally settled. 4.7 Waiver of subrogation against employees The insurer agrees that it shall not exercise any subrogation 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 the employee. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 14 of 25

15 5 General terms and conditions 5.1 Applicable law The law allows the parties to this contract of insurance to select the law and jurisdiction to be applied to this policy. Unless it is agreed otherwise, the law that applies to this contract is the law of that part of the United Kingdom where the head office of the insured is located. It is agreed that any legal proceedings between the insured and the insurer in connection with this contract will only take place in the courts of that part of the United Kingdom where the head office of the insured is located and they are subject to the exclusive jurisdiction of that court. 5.2 Assignment Assignment of interest under this policy will not bind the insurer unless and until the insurer's written consent is endorsed hereon. 5.3 Cancellation The insurer may at any time during the period of insurance serve written notice on the insured at the address shown on the schedule cancelling the policy with effect from the thirtieth (30 th ) day after service of the notice. Such cancellation shall not affect the coverage or premium attributable under this insurance to the period prior to cancellation. Upon demand and subject to no claims having been notified under this policy, the insurer will return to the insured a part of any premium paid in excess of that proportionate to the pre-cancelled portion of the policy. Without prejudice to any other forms of service, the notice of cancellation is deemed to be served on the third (3 rd ) day after being posted if sent by pre-paid letter post properly addressed. 5.4 Confidentiality The insured will not disclose the terms, conditions, exclusions, or the limit of indemnity of this policy or the amount of the premium paid to any third party except to the extent that they are required by law to do so or the insurer consents, in writing, to such disclosure. 5.5 Contract (Rights of Third Parties) Act 1999 This insurance does not confer or create any right enforceable under the Contracts (Rights of Third Parties) Act 1999 or any amending or subsequent legislation by any person who is not named as the insured and both the insurer and insured may amend, cancel or lapse this insurance without giving notice to, or requiring the consent of, any other third party. However, this will not preclude rights enforceable under the Third Parties (Rights against Insurers) Act Document management The insurer may hold documents relating to this insurance and any claims under it in electronic form and may destroy the originals. An electronic copy of any such document will be admissible in evidence to the same extent as, and carry the same weight as, the original. 5.7 Dispute resolution All matters in dispute between the insured, any other party covered by this insurance and the insurer arising out of or in connection with the construction or formation of this insurance will be referred to a mediator to be agreed by the parties within fourteen (14) working days of a written notice served on one party by the other requesting such an agreement. If a mediator is not agreed, then either party may apply to the Centre for Effective Dispute Resolution ( CEDR ) for the appointment of a mediator. The parties shall share equally the costs of CEDR and of the mediator and the reference, conduct and any settlement of the dispute at mediation will be conducted in confidence. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 15 of 25

16 The parties shall continue to perform their respective continuing obligations under this insurance, if any, while the dispute is resolved unless the nature of the dispute prevents such continued performance of those obligations. If any such dispute is not resolved by mediation or the parties cannot agree upon the appointment of a mediator or the form that the mediation will take, the dispute will be referred by either party to courts, subject to the law and jurisdiction set down in the Applicable law clause above. 5.8 Material inaccuracy The information provided by or on behalf of the insured in connection with this insurance (whether at inception or otherwise) shall be materially accurate and not omit material information which is known by the insured s board members or equivalent and/or the insured s risk manager or ought to have been known by them following their reasonable enquiry Breach by fraud or dishonesty If the insured or anyone acting on its behalf breaches this condition (whether at inception or otherwise) by fraud or dishonest act or omission, the insurer may: a) avoid this policy from inception; or b) impose such terms, conditions and/or additional premium as the insurer may in its sole discretion determine; and any benefit which the insured has received under this policy which resulted from any such fraud or dishonest act or omission shall immediately be repaid to the insurer Breach by non-disclosure, misrepresentation (other than fraudulent or dishonest) If the insured or anyone acting on its behalf breaches this condition (other than by fraudulent or dishonest means), the insurer may: a) impose such terms and conditions (effective at inception or otherwise) as the insurer would have imposed in the absence of such breach; and/or b) charge such additional premium (effective at inception or otherwise) as the insurer would have required in the absence of the breach; and c) apply such applicable additional premium, amended terms and conditions or both to any notified claim or potential claim; and the insurer will promptly give the insured written notice of any applicable additional premium, amended terms and conditions or both Within fourteen (14) days of receipt of such notice, the insured will give the insurer written confirmation of: a) acceptance of and a promise to pay the applicable additional premium in accordance with the terms of trade applying to this insurance; or b) the insured s acceptance of the amended terms and conditions; or c) both as applicable If the insurer can demonstrate that the insurer would have declined to enter into this insurance at inception or to accept the proposed amendment to this insurance during the period of insurance on any terms, the insurer may avoid this policy from inception and, if no claims have been paid or accepted under this policy, the insurer shall promptly return to the insured all premiums received by the insurer at the date of breach; and, if the insurer has paid claims monies under this policy, the insured shall promptly repay all such claim monies to the insurer. 5.9 Minimisation of risk The insured will take all reasonable steps at its own expense to prevent an insured event arising or continuing. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 16 of 25

17 5.9.2 Upon the happening of an insured event and at all times thereafter, the insured shall act as a prudent uninsured and take all reasonable measures as are appropriate to avoid or minimise any claims which arise or may arise from that insured event. Any failure by the insured to take such steps shall reduce or extinguish the insurer s liability to indemnify the insured under the policy to the extent that such failure has increased the claim under the policy In respect of the coverage afforded under the Hacker protection clause, the insured will take all reasonable steps to protect information and communication assets, by: a) having virus protection software operating on information and communication assets which is running, correctly configured and regularly or automatically updated; b) having a fire wall or similar configured device to control access to information and communication assets; c) encrypting and controlling the access of all information and communication assets and external devices including plug-in devices networked to information and communication assets; d) controlling unauthorised access to information and communication assets by correctly configuring its wireless network; e) changing all passwords on information and communication assets at least every sixty (60) days and cancel any username, password or other security protection after it knew or had reasonable grounds to suspect that it had been available to any unauthorised person; f) taking regular back-up copies of any data, file or programme on information and communication assets; g) having an operational system for logging and monitoring user activity on information and communication assets Observance The due observance and fulfilment of the provisions of this policy insofar as they may relate to anything to be done or complied with by the insured, and are not described in the policy as conditions precedent, will be a condition of this policy. Any waiver by the insurer of any provision will not prevent the insurer from relying on such term or condition or condition precedent in the future Privacy and the Data Protection Act All personal information (including sensitive personal data such as health details or criminal convictions) provided in connection with this policy will be processed in accordance with the Data Protection Act The insured consents to all personal information so provided being used for the purposes and being disclosed to the parties set out below Where personal information is provided about another person, the insured is required to inform that person of the insurers identity, and why their personal information will be processed and disclosed. The insured is also required to obtain their written consent to the processing of their personal information in this way and provide the insurer with such consent upon request Personal information is used: a) to administer the policy, including underwriting, renewal information, validation of claims history and claims handling; b) for research, analysis, statistic creation, and customer profiling; c) for fraud prevention and debt recovery Personal information may be disclosed to: a) other members of the QBE Insurance Group; b) other insurance entities interested in the risk written under this policy; c) agents and service providers appointed by the insurer to carry out activities in connection with the policy; d) credit reference and fraud databases; PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 17 of 25

18 e) law enforcement and other statutory bodies; f) potential purchasers of the whole or part of the our business If false or inaccurate information is provided and fraud is suspected this fact will be recorded and the information will be available to other organisations that have access to the fraud databases Personal information may be transferred to third parties in countries outside the European Economic Area which may not have the same standards of protection for personal information as the United Kingdom. The insurer will ensure that such transfers comply with the data protection law and the personal information is kept securely and protected from unauthorised access The insurer maintains protections and procedures in the storage and disclosure of personal information to keep it secure and prevent unauthorised access to or loss of such information The insurer may monitor and record all communications with you for compliance and training purposes Should the insured wish to see the information held, have any queries in relation to the way such information is used or discover any inaccuracies, the insured should write to the Data Protection Officer at QBE Insurance (Europe) Limited, Plantation Place, 30 Fenchurch Street, London EC3M 3BD Representation Any person falling within the definition of the insured agrees that the business is their agent for the purpose of giving and receiving of any notices from the insurer or their representatives including any notice of cancellation. The payment to the insured of any return premium that may be payable under this policy will satisfy the insurer s obligations to return premium to the business Sanctions limitation and exclusion The insurer shall not provide cover nor be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose the insurer or any member of the insurer s group to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of any country Subscribing insurer The insurers obligations under this policy are severable and not joint and are limited solely to the extent of their individual subscriptions. The insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 18 of 25

19 6 General definitions and interpretation The following words will have the same meaning attached each time they appear in this policy in bold type face, whether with a capital first letter or not. Where the context so admits or requires, words importing the singular will include the plural and vice versa and words importing the masculine will import the feminine and the neuter. References to 'a person' will be construed so as to include any individual, company, partnership, or any other legal entity. References to a statute or regulation will be construed to include all its amendments or replacements. All headings within the policy are included for convenience only and will not form part of this policy. 6.1 Appointed representative Appointed representative means those entities listed in the schedule and who has been, or should have been, notified to the Financial Conduct Authority or Prudential Regulatory Authority or their predecessors as an appointed representative of the insured. 6.2 Bodily injury Bodily injury means death, disease, illness or physical and mental injury of or to an individual. 6.3 Business services Business services means the performance by the insured of the insurance mediation activities and if confirmed in the schedule, mortgage mediation activities as permitted by the Financial Conduct Authority or Prudential Regulatory Authority or their predecessors and disclosed to the insurer in the proposal in the conduct of the insured s business under the name specified as the insured in the schedule. If the insured should change its name and there is no other change that materially alters the risk, the schedule shall automatically be amended to include the insured s new name effective from the time of change. 6.4 Circumstance 6.5 Claim Circumstance means an incident, occurrence, dispute, fact, matter, act or omission that is likely to give rise to a claim Claim means: a) the receipt by the insured of any written notice of demand for compensation made by a third party against the insured; b) any writ, statement of claim, claim form, summons, application or other originating legal or arbitral process, cross-claim, counterclaim or third or similar party notice served upon the insured; c) any notice of intention in writing to commence legal proceedings against the insured For the purposes of applying any excess or limit hereunder, all claims, loss, liability, expenses and costs otherwise recoverable under this policy resulting from: a) one and the same act error or omission; or b) a series of acts errors or omissions arising out of or attributable to the same originating cause, source or event; or c) infidelity or fraud committed by any person acting alone or by persons acting in collusion, shall be deemed to be one claim regardless of the number of claimants involved. PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 19 of 25

20 6.6 Computer Virus Computer virus means any computer program, including but not limited to, any file virus, boot sector virus, macro virus, hostile applet, Trojan horse program, java virus, ActiveX virus or other executable program which contains instructions to initiate an event on the infected computer, causing modification of or damage to data, memory or data media or otherwise adversely affecting the operation of any information and communications technology system. 6.7 Defence cost(s) Defence cost(s) mean all legal costs and expenses incurred with the prior written and continuing consent of the insurer in the investigation, defence or settlement of any claim and/or circumstance(s). It does not include the insured s own costs and expenses. 6.8 Documents Documents means deeds, wills, written agreements, maps, plans, books, letters, policies, certificates, forms and documents of any nature whatsoever, whether written, printed or reproduced by any method, including computer records and electronic data material, but shall not include bearer bonds or coupons, stamps, bank or currency notes or any other negotiable instrument. 6.9 Employee Employee means any person including trainees and freelance consultants acting under a contract of service with the insured in respect of the conduct of business by the insured Excess The limit of indemnity is additional to the excess and excess means the first amount specified in the schedule payable by the insured in respect of each and every claim or circumstance as ascertained after the application of all other terms and conditions of this insurance. The excess will not be applied to defence costs (unless expressly stated otherwise in the schedule) Hacker Hacker means anyone who specifically and maliciously targets the insured and gains unauthorised access to the insured s information and communication assets solely by circumventing electronically the security system in place to protect against such unauthorised access to the information and communication assets. Hacker does not include any principal, director or partner of the insured Information and communication assets Information and communication assets means the insured s computer and telecommunication system, including but not limited to the insureds system, encrypted electronic signature, encrypted electronic certificate, website, intranet, network, software, hardware, firmware, program or any data held electronically Insolvency event Insolvency event in relation to the insured means: a) an application being made for an administration order or the purported appointment of, or the filing at court or issue of any notice of intention to appoint, an administrator in relation to the insured or any of its subsidiary undertakings; b) a petition being presented, a meeting being convened or an effective resolution being passed otherwise than with the prior written consent of the insurer as part of a solvent reconstruction or amalgamation for the winding up of the insured or any of its subsidiary undertakings; c) possession being taken of, or a receiver, sequestrator or similar officer being appointed in respect of, the whole or any part of the assets or undertaking of the insured or any of its subsidiary undertakings; PBKR QBE Insurance Intermediaries Insurance Policy (QBE PI-15-Ins) Page 20 of 25