The Insured and the Association having submitted the Proposal to the Insurer which it is agreed shall be the basis of, and be incorporated into, this policy and in consideration of the Premium paid or to be paid by the Association, the Insurer agrees to indemnify the Insured and/or the Association, subject to the terms, conditions, exclusions and limitations in this policy.
1 INSURING CLAUSES
1.1 Civil Liability - Professional Indemnity
The Insurer shall indemnify the Association against any Claim first made against the Association and Notified during the Period of Insurance in respect of any civil liability which is not otherwise recoverable under any other insuring clause of this policy and which arises out of the conduct of the Association’s Business.
1.2 Judicial Review
The Insurer shall indemnify the Insured and/or Association for all Defence Costs and Expenses in respect of any Judicial Review first commenced and Notified during the Period of Insurance, subject to the Insured and/or Association proving to the reasonable satisfaction of the Insurer that all alternate possible avenues of resolution have been exhausted prior to resolution via Judicial Review. It being understood and agreed that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule.
1.3 Fraud and Dishonesty Against The Association
The Insurer shall indemnify the Association for any loss incurred by the Association which it first discovers during the Period of Insurance by reason of and solely and directly caused by any Dishonesty of any Employee or any Insured or any other person, entity, firm or company directly appointed by and acting for or on behalf of the Association provided that the loss is Notified during the Period of Insurance. It being understood and agreed that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule, which amount shall be in addition to the Limit of Indemnity.
1.4 Loss of Documents
The Insurer shall indemnify the Association for reasonable and necessary costs, incurred with the Insurer’s prior written consent, of repair, replacement or reconstitution of any Document which has been unintentionally destroyed, damaged, lost or mislaid (and which after diligent search cannot be found) the occurrence of which has been discovered and Notified during the Period of Insurance. However, the Association will not be indemnified in relation to any Document which is kept in magnetic or electronic form unless such Document is duplicated and the duplicate is stored separately as a back-up, off site or in a secure fire proof safe. It being understood and agreed that no Excess shall apply in respect of this insuring clause and the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule, which amount shall be in addition to the Limit of Indemnity.
1.5 Director’s and Officer’s Liability
a) The Insurer shall indemnify the Insured against any Claim first made against the Insured and Notified during the Period of Insurance in respect of any Wrongful Act and which arises out of the conduct of the Insured in their personal capacity as, Director and/or Officer of the Association. It being understood that no Excess shall apply to this insuring clause.
b) The Insurer shall indemnify the Association against any Claim first made against the Insured and Notified during the Period of Insurance in respect of any Wrongful Act and which arises out of the conduct of the Insured in their personal capacity as Director and/or Officer of the Association, but only if and to the extent that the Association shall be permitted or required to indemnify the Insured pursuant to the law, or by reason of any indemnity clause in the Memorandum or Articles of Association, trust deed, constitution or charter of the Association.
c) The Insurer shall indemnify the Insured against any Claim first made against the Insured and Notified during the Period of Insurance in respect of any Wrongful Act and which arises out of the conduct of the Insured when serving at the specific request of the Association in their personal capacity as a director or officer, trustee, governor or equivalent position of any Outside Entity
1.6 Defence Costs and Expenses
The Insurer shall indemnify the Insured and/or the Association for all Defence Costs and Expenses in the defence, investigation or settlement of any Claim which falls to be dealt with under insuring clause 1.1and/or 1.5.
1.7 Official Investigations
The Insurer shall indemnify the Insured and/or Association for all Defence Costs and Expenses in respect of any formal administrative or regulatory or investigative proceeding or formal investigative order or similar document or any criminal proceedings in respect of allegations of corporate killing or corporate manslaughter (or the equivalent or similar criminal offence in any jurisdiction in which the Association operates), first commenced and Notified during the Period of Insurance.
1.8 Pollution
The Insurer shall indemnify the Insured, notwithstanding 6. EXCLUSIONS 6.9, in respect of Defence Costs and Expenses incurred by the Insured in the defence of any proceedings in respect of Pollution first commenced and Notified during the Period of Insurance within any legal jurisdiction except the United States of America or Canada. It being understood and agreed that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule. 1.9 Extradition
The Insurer shall indemnify the Insured and/or the Association for all Defence Costs and Expenses in dealing with any request for his extradition, and any subsequent proceedings, under the provisions of the Extradition Act 2003, or other equivalent legislation in the European Union.
2 OPTIONAL INSURING CLAUSES (Please note: each insuring clause below is only
operational if “APPLICABLE” is denoted against the relevant clause in part 6 of the Schedule)
2.1 Employment Practices
The Insurer shall indemnify the Association against any Claim or Order first made against the Insured and Notified during the Period of Insurance in respect of any Wrongful Act and which arises out of Employment Issues. It being understood and agreed that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule.
2.2 Abuse of Minors – Allegations Against Directors of Officers
a) The Insurer shall indemnify the Insured in respect of Defence Costs and Expenses relating to charges or allegations of abuse against minors first made against the Insured and Notified during the Period of Insurance which arise out of the conduct of the Insured in their personal capacity as Director and/or Officer of the Association.
b) The Insurer shall indemnify the Association in respect of Defence Costs and Expenses relating to charges or allegations of abuse against minors first made against the Insured and Notified during the Period of Insurance which arise out of the conduct of the Insured in their personal capacity as Director and/or Officer of the Association, but only if and to the extent that the Association shall be permitted or required to indemnify the Insured pursuant to the law, or by reason of any indemnity clause in the Memorandum or Articles of Association, trust deed, constitution or charter of the Association.
It being understood and agreed that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule.
2.3 Civil Fines and Civil Penalties
In the event that it is proven to the satisfaction of the Insurer that it is permitted in law to indemnify and subject to such indemnification being not otherwise available from the Association, the Insurer shall indemnify the Insured in their personal capacity as Director or Officer of the Association for civil fines and civil penalties which are imposed upon them by law and which follow an investigation, inquiry or other such examination into the affairs of the Association, undertaken by or on behalf of any proper authority other than the Financial Services Authority, first commenced and Notified during the Period of Insurance. It being understood that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule.
2.4 Court Attendance Costs
Subject to their consent, the Insurer shall indemnify the Insured, at a rate of GBP300 per Director or Officer, and at a rate of GBP150 per Employee, for each day the legal advisors acting on the behalf of the Insured require them to attend as a witness at any court or tribunal or enquiry or other hearing in connection with any Claim first made and Notified to the Insurer during the Period of Insurance. It being understood that no Excess shall apply to this insuring clause and that the aggregate and maximum amount which the Insurer shall pay in relation to this insuring clause is that stated in part 6 of the Schedule.
3 POLICY EXTENSIONS
3.1 Extended Periods of Cover – Retired Insured
In the event this policy is not renewed or replaced with similar cover for the benefit of the Retired Insured, then the Retired Insured shall automatically be entitled to anExtended Period of Cover of six years at no additional premium. The Insurer shall have no liability arising from Wrongful Acts committed after the date on which the Insured became a Retired Insured.
3.2 New Subsidiaries
Cover under this policy is extended to any Subsidiary domiciled outside the United States of America or Canada which the Association acquires or creates after the inception of this policy, but only in respect of Wrongful Acts committed after the date of its acquisition or creation.
4 LIMIT OF INDEMNITY
4.1 The Limit of Indemnity shall be the amount stated in part 3 of the Schedule.
4.2 Any payment in respect of any insuring clause shall erode the Limit of Indemnity unless it is expressly stated to the contrary within that insuring clause.
4.3 The Limit of Indemnity shall include Defence Costs and Expenses.
5 EXCESS
5.1 The Excess shall be the amount stated in part 4 of the Schedule.
5.2 A separate Excess shall apply to each and every Claim, each and every loss. Payment of the Excess by the Insured and/or the Association is a condition precedent to the Insured and/or the Association being indemnified by the Insurer and the Insured and/or the Association shall confirm its ability and agreement to pay if reasonably requested by the Insurer.
5.3 The Excess includes Defence Costs and Expenses, except in respect of Claims which fall within the ambit of insuring clause 1.1. If the Insurer makes any payment which by reason of this clause is the responsibility of the Insured, then the Insured shall forthwith reimburse the Insurer and this liability to reimburse may be set off against any monies otherwise due from the Insurer to the Insured.
6 EXCLUSIONS
The Insurer shall not have any liability under this policy for:
6.1 Known Circumstances
Directly or indirectly arising out of, based upon or attributable to, or in any way involving any circumstance(s) that a reasonable person would believe could give rise to a liability under this policy and which circumstance(s) was (or were) known to the Insured and/or the Association prior to the Period of Insurance.
6.2 Death or Bodily Injury
a) Bodily injury, sickness, disease, emotional distress (other than emotional distress arising from any libel or slander), mental anguish, mental stress or the death of any person, unless such Claim is a direct result of the negligent advice and/or negligent design and/or negligent specification of the Association or any Insured or any Employee or any other person, entity, firm or company directly appointed by and acting for or on behalf of the Association. b) death, disease, emotional distress, mental anguish, mental stress or illness of or bodily
injury to any person which arises out of the conduct of the Insured in their personal capacity as Director and/or Officer of the Association.
except that exclusion (b) above shall not apply to insuring clause 2.1 (if applicable) but only in respect of emotional distress, mental anguish or mental stress and that exclusion (b) above shall not apply to insuring clause 2.2 (if applicable) in respect of Defence Costs and Expenses relating to charges or allegations of abuse against minors.
6.3 Property Damage
Any damage to or destruction or loss of any property (except as provided under insuring clause 1.4) including loss of use, unless such Claim is a direct result of the negligent advice and /or negligent design and/or negligent specification of the Association or any Insured or any Employee or any other person, entity, firm or company directly appointed by and acting for or on behalf of the Association.
6.4 Trading Losses
Directly or indirectly arising out of, based upon or attributable to, or in any way involving any trading losses or trading liabilities incurred by the Insured and/or the Association or any business managed by or carried on by or on behalf of the Insured and/or the Association including but not limited to any loss of client account and/or custom.
6.5 Taxes, Fines and Penalties
Directly or indirectly arising out of, based upon or attributable to, or in any way involving any disciplinary investigations or proceedings (apart from the indemnity provided under insuring clause 1.7) or any taxes, fines, (apart from the indemnity provided under insuring clause 2.3 (if applicable)), penalties, or penal, punitive, exemplary or restitutionary awards, or the multiple portion of any multiplied damage awards, or non-compensatory or aggravated damages, it being understood and agreed that, in respect of punitive or exemplary damages, this exclusion shall only apply
a) within the legal jurisdiction of the United States of America or Canada, or within any other jurisdiction to enforce an award made within the legal jurisdiction of the United States of America or Canada; and
b) to any Claim or loss in respect of Employment Issues.
6.6 Fraud and Dishonesty
Directly or indirectly arising out of, based upon or attributable to, or in any way involving:
a) any Insured gaining any personal profit or advantage or receiving any remuneration to which they were not legally entitled; or
b) any Insured committing any dishonest act or omission which is malicious, dishonest, fraudulent or any wilful violation of the law.
Provided that this exclusion shall only apply if there is an admission, or a court, tribunal, or regulator finds that the Insured acted in the manner described in sub-clauses a) and b) above.
For the purposes of determining the applicability of Exclusion 6.6, the Wrongful Act of any Insured shall not be imputed to any other Insured.
6.7 Nuclear and War
Directly or indirectly arising out of, based upon or attributable to, or in any way involving:
a) war (whether declared or not), invasion, acts of a foreign enemy, hostilities, or any similar act, condition or warlike operation, warlike action by a regular or irregular military force or other authority to hinder or defend against an actual or expected attack;
b) insurrection, rebellion, revolution, riot, attempt to usurp power, popular uprising, or any action taken by any governmental or martial authority in hindering or defending against any of these; or
c) discharge, explosion, or use of a weapon of mass destruction, whether or not employing nuclear fission or fusion, or chemical, biological, radioactive or similar agents, by any party at any time for any reason.
6.8 Terrorist Action
Directly or indirectly arising out of, based upon or attributable to, or in any way involving any Terrorist Action (regardless of any other cause or event contributing concurrently or in any other sequence to the liability) or any action taken in controlling, preventing or suppressing Terrorist Action. If the Insurer alleges that by reason of this exclusion any liability or loss is not covered by this policy the burden of proving the contrary shall be upon the Insured and/or the Association.
6.9 Pollution
Any Pollution. It being understood and agreed that this exclusion shall not apply in respect of any proceedings which fall within the remit of insuring clause 1.8 and which are brought in any legal jurisdiction, other than the United States of America or Canada, or brought in any other legal jurisdiction to enforce a judgment made within the legal jurisdiction of the United States of America or Canada. 6.10 Land and Vehicles
The ownership, possession or use of any aircraft, watercraft, hovercraft, motor vehicle, trailer, or other means of transport, or any buildings, structures, premises or land or any property (mobile or immobile). 6.11 Jurisdiction and Territorial Limits
Any:
a) legal proceedings brought outside the Jurisdiction stated in part 7 of the Schedule or brought in a court of law within that Jurisdiction to enforce a judgment or Order made outside that Jurisdiction; or
b) any Wrongful Act, infringement, act, error or omission committed or any loss sustained or any event occurring outside the Territorial Limits shown in part 8 of the Schedule.
6.12 Warranties and Guarantees
Any performance warranty, guarantee, penalty clause, liquidated damages clause, novation or similar provision unless the liability of the Insured and/or the Association would have existed to the same extent, in the same amount and to the same persons in the absence of such warranty, guarantee or clause or similar provision.
6.13 Joint Ventures
Any association or joint venture conducted with any third party other than in respect of any Claim arising from the Association’s Business. The Insurer will not be liable to pay any Claim made by any associated
party within the association or joint venture unless such Claim emanates from a wholly independent third party.
6.14 Other Insurance
Any matter in respect of which the Insured and/or the Association is (or but for the existence of this policy would be) entitled to indemnity under any other contract of insurance, except where such other insurance is written as specific excess insurance to provide an indemnity in excess of the amount payable under this policy.
6.15 Goods and Products
Any goods or products sold, supplied, made, constructed, installed, maintained, repaired, altered or treated by or on behalf of the Insured and/or the Association or any breach of any contract for the provision of any goods or products sold, supplied, made, constructed, installed, maintained, repaired, altered or treated by or on behalf of the Insured and/ or Association unless such Claim is a direct result of the negligent design and/or negligent specification of the Association or any Insured or any Employee or any other person, entity, firm or company directly appointed by and acting for or on behalf of the Association. It is hereby understood and agreed that 6. EXCLUSIONS 6.15, does not apply to insuring clause 1.5.
6.16 Intellectual Property
Any infringement of copyright, design right, registered design, trademark, patent or any other intellectual property right, unless the infringement was unintentional. It is hereby understood and agreed that 6. EXCLUSIONS 6.16, does not apply to insuring clause 1.5.
6.17 Retroactive Date
Any Wrongful Act, infringement, act, error or omission committed or any loss sustained or any event occurring prior to the Retroactive Date specified in part 9 of the Schedule.
6.18 Insolvency
The insolvency or bankruptcy of the Insured and/or the Association. It is hereby understood and agreed that 6. EXCLUSIONS 6.18, does not apply to insuring clause 1.5.
6.19 Information Technology Any of the following:
a) the failure of any computer or other electronic processing device (except as provided under insuring clause 1.4) or of any program, instruction or data for use in any computer or other electronic processing device, equipment or system to function in the way expected or intended;
b) the transmission or receipt of any virus, program or code that causes loss or damage to any computer system and/or prevents or impairs its proper function or performance; or c) business conducted and/or transacted via the Internet, Intranet, Extranet and/or via the
Insured’s and/or the Association’s own website, Internet site, web-address and/or via the transmission of electronic mail or documents by electronic means. This exclusion shall not apply if the Insured and/or the Association can prove, to the reasonable satisfaction of the Insurer, that the liability to the Insured and/or the Association would have attached in the absence of the fact that the business was conducted and/or transacted via the Internet, Intranet, Extranet and/or via the Insured’s and/or the Association’s own website, Internet site, web-address and/or via the transmission of electronic mail or documents by electronic means.
6.20 Pensions
Any liability as a trustee or administrator of any occupational pension scheme or employment benefit programme or arising out of or in any way involving any actual or alleged violation of the responsibilities, obligations or duties imposed by any law governing health and safety, workers’ compensation, unemployment insurance, social security, disability benefits or similar law, the Pensions Act of 1995, the Employee Retirement Income Security Act of 1974, the Fair Labor Standards Act, the Worker Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Consolidated Omnibus Adjustment and Retraining Notification Act, or any amendment, revision or re-enactment thereof, or any similar common or statute law, whether, state, local or federal.
6.21 Knowing or Reckless Breach of Trust or Duty
Any act, error or omission which the Insured knew to be a breach of trust or breach of duty or which was committed by the Insured in reckless disregard of whether or not it was a breach of trust or breach of duty. 6.22 Breach of Data Protection Regulations
Any act, error or omission which constitutes a breach of the Data Protection Act 1998. 6.23 Matters Uninsurable
Any matter which is uninsurable at law. 6.24 Injunctive or Non-monetary Relief
Any cost of complying with, or any agreement to provide, non-monetary relief, including, but not limited to, injunctive relief.
No fact pertaining to or any knowledge possessed by any Insured shall be imputed to any other Insured for the purposes of applying the exclusions set forth in ‘6. EXCLUSIONS’
7 CONDITIONS
7.1 Notification
Notice of any claim shall be given to the Insurer as soon as practicable during the Period of Insurance or within 60 days after the end of the Period of Insurance in respect of:
a) any Claim;
b) regardless of any previous notice, of receipt of any Claim Form, Particulars of Claim, Arbitration Notice or any other formal document commencing legal proceedings;
c) of any circumstance(s) of which the Insured and/or the Association shall become aware which is (or are) likely to give rise to a Claim supplying full details of the Wrongful Act, infringement, act, error or omission or loss or event its date, the name(s) of the potential claimants, the name(s) of the individuals involved and the potential amount involved; or d) of any circumstance(s) of which the Insured and/or the Association shall become aware
which is (or are) likely to give rise to an entitlement to be indemnified under this policy supplying full details of the act, omission, event, transaction or loss likely to give rise to an entitlement to indemnity.
In the event that the Insurer is Notified during the Period of Insurance of any circumstance(s) which in the Insurer’s reasonable opinion is (or are) likely to give rise to a Claim or an entitlement to indemnity under this policy then any subsequent Claim or loss which arises directly from the circumstance(s) so Notified shall be deemed to have been made during the Period of Insurance.
7.2 Duty to Cooperate
The Insured and/or the Association must promptly provide to the Insurer full details concerning any Claim and any circumstance(s) likely to give rise to a Claim and any circumstance(s) where the Insured and/ or the Association has requested to be indemnified under this policy and provide such co-operation and assistance as the Insurer and its representatives, legal advisers or agents may reasonably require. The Insured and/or the Association and/or any Employee (or any person, entity, firm or company acting for or on behalf of the Insured and/or the Association) shall ensure that all documents relevant to any Claim and any circumstance(s) likely to give rise to a Claim or an entitlement to indemnity under this policy, are maintained and preserved.
7.3 No Admission of Liability
The Insured and/or the Association (or any Employee or any person, entity, firm or company acting for or on behalf of the Association) shall not, without the prior written approval of the Insurer, admit liability for, compromise, settle, or make any offer or payment in respect of any Claim or any circumstance(s) likely to give rise to a Claim or any circumstance(s) where the Insured and/or the Association has requested to be indemnified under this policy. The Insurer shall have full discretion in the handling of any Claim and any circumstance(s) likely to give rise to a Claim or any circumstance(s) where the Insured and/ or Association has requested an indemnity under this policy (notwithstanding that a dispute may have arisen between the Insurer and the Insured and/or the Association) provided always that the Insured and/ or the Association shall not be obliged to defend any legal proceedings unless a Counsel of not less than 15 years standing (to be mutually decided upon by the Insurer and the Insured and/or the Association) shall advise that such proceedings can be contested with a reasonable prospect of success.
7.4 Insurer Entitled to Defend
The Insurer shall be entitled, but not obliged, to take over the investigation, defence and settlement of any Claim and any circumstance(s) likely to give rise to a Claim and any circumstance(s) where the Insured and/or the Association has requested to be indemnified under this policy. If the Insured and/or the Association declines to enter into any compromise or settlement recommended by the Insurer then the Insurer’s liability under this policy shall be limited to the amount for which the Claim or loss could have been settled or compromised at the date at which the Insurer reasonably considers the Claim or loss should have been settled or compromised, subject always to the Limit of Indemnity
7.5 Subrogation
The Insurer shall be subrogated to all the rights of recovery of the Insured and/or the Association against any third party before or after any indemnity is given under this policy provided always that the Insurer shall not exercise any such rights against any Employee or former Employee unless the loss in respect of which indemnity is provided under this policy was caused or contributed to by Dishonesty or a malicious act or omission by the Employee or former Employee. As a condition precedent to the right to be indemnified under this policy, the Insured and/or the Association shall, without charge, provide such assistance as the Insurer may reasonably require in any subrogation and shall not at any time, whether before or after the happening of any event which may give rise to a Claim or loss, enter into any contractual or other arrangements excluding, limiting or in way restricting Insurer’s rights of recovery without Insurer’s prior written consent.
No rights to enforce any term of this policy under the Contracts (Rights of Third Parties) Act 1999 are given to any person who is not a party to this policy but this does not affect any right or remedy of any such person that arises apart from that Act.
The parties to this policy are the Insured and/or the Association. 7.7 Agency and Authorisation
For all purposes of this policy, the first Association named in the Schedule shall be authorised to act and to receive all notices and agree all amendments to policy terms and conditions on behalf of all the Insureds and/or all the Associations named in the Schedule.
7.8 Cancellation
This policy may not be cancelled except for non-payment of the premium 7.9 Data Protection Act 1998
It is agreed by the Insured and/or the Association that any information provided to the Insurer regarding the Insured and/or the Association will be processed by the Insurer, 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.
7.10 Allocation
In the event that any Claim under this policy gives rise both to a loss which is covered under this policy and losses which are not so covered, or includes a Claim against an Insured and a Claim against the Association, the Insurer and the Association and the Insured shall negotiate in good faith to agree a fair and proper basis for allocation taking into consideration the relative legal exposures of the various parties. In the event that the Insurer and the Association and/or the Insured cannot agree on allocation they shall submit the dispute to a Queen’s Counsel (to be mutually agreed upon) to determine a fair and proper basis for allocation having regard to the relative legal exposures of the various parties. It being understood and agreed that ‘7.10 Allocation’ shall only apply to ‘insuring cause 1.5 a) and b)’ of this policy.
8 GOVERNING LAW AND DISPUTES
8.1 In the event that any dispute should arise between the Insurer and the Insured and/or the Association as to the terms and effect of this policy then such dispute shall be referred to arbitration before a sole arbitrator to be appointed, in the event that the Insurer and Insured and/or the Association cannot agree upon a suitable person, by the President for the time being of the Chartered Institute of Arbitrators.
8.2 This policy shall be governed by and construed in accordance with the laws of England and Wales, Scotland or Northern Ireland
9 NON-IMPUTATION
The Proposal shall be construed as a separate application for cover by each of the Insureds with respect to the declarations and statements contained in it and the knowledge of one Insured shall not be imputed to any other Insured for the purpose of determining coverage under this policy.
10 INTERPRETATION In this policy:
a) reference to any Act, statute or statutory provision shall include a reference to that provision as amended, re-enacted or replaced from time to time whether before or after the date of the inception of this policy;
b) if any term, condition, exclusion or endorsement or part thereof is found to be invalid or unenforceable the remainder shall be in full force and effect; and
c) the headings herein are for reference only and shall not be considered when determining the meaning of this policy.
11 SEVERAL LIABILITY
The Insurers named hereon bind themselves each for their own part and not one for another. Each Insurer’s liability under this policy shall not exceed that percentage or amount of the risk shown against that Insurer’s name in the Schedule of Security.
For the purposes of determining the Limit of Indemnity, this policy will be construed as a joint policy with an aggregate limit available to all Insureds and to the Association collectively.
12 POLICYHOLDER COMPLAINTS
Nexus Underwriting Ltd aims to provide a first class professional service to its customers. Should you have any questions about your policy or the handling of a claim you should, in the first instance, contact your broker.
Otherwise, if you wish to make a complaint concerning your policy you should contact: The Director, Nexus Underwriting Ltd, 150 Leadenhall Street, London EC3V 4QT
To help us deal with your correspondence quickly please quote your policy number and the name of the policyholder.
Complaints that cannot be resolved may, if you are an eligible complainant, also be referred to: The Financial Ombudsman Service, Exchange Tower, Harbour Exchange Square, London E14 9SR Telephone: 0300 123 9123 or 0800 023 4567
Email: complaint.info@financial-ombudsman.org.uk
These complaints procedures do not affect your right to have recourse to legal action or to any other remedy available to you.
13 DEFINITIONS
a. “ASSOCIATION” means the entity(ies) stated in part 1 of the Schedule and any Subsidiary thereof.
b. “ASSOCIATION’S BUSINESS” means the professional services described in the Proposal which are performed by the Association, or by any Employee, or by any other person, firm, entity or company directly appointed by and acting for or on behalf of the Association.
c. “CHANGE IN CONTROL” means the event whereby a Company 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, or becomes a subsidiary of, or controlled by, another unconnected entity.
d. “CLAIM” means any demand from, or assertion of a civil right against, the Insured and/or the Association which is communicated to the Insured and/or the Association.
e. “DEFENCE COSTS AND EXPENSES” means legal costs and expenses incurred by or on
of the Insurer. It does not include the Insured’s and/or the Association’s own costs and expenses.
f. “DIRECTOR” means any natural person (other than its external auditor, liquidator, administrator, receiver or solicitor) who was, or is, or may hereafter
be:-a) a director of the Association including a de facto or shadow director (as defined under Section 741(2) of the Companies Act 1985 or any equivalent provision in the jurisdiction in which the Association is domiciled);
b) a shadow director of any entity and/or company directly as a result of his or her activities as a Director or Officer of the Association; or
c) a trustee, Employee, volunteer or committee member while serving the Association in a management capacity.
g. “DISHONESTY” means any deliberate dishonest and/or fraudulent act, dishonest and/or fraudulent error, and/or dishonest and/or fraudulent omission.
h. “DOCUMENT” means all records arising from the Association’s Business, whether kept in paper (excluding stamps, currency, coins, bank notes and bullion, travellers cheques, cheques, postal orders, money orders, securities and the like), magnetic or electronic form, belonging to the Association or for which the Association is legally responsible, whilst in the custody of the Insured and/or the Association, or in the custody of any person other than the owner to or with whom they have been entrusted, lodged or deposited by the Insured and/or the Association in the ordinary course of the Association’s Business.
i. “EMPLOYEE” means any natural person (whether self-employed or employed by an
entity other than the Association) other than any principal, Director or Officer (save as defined under clause 11.20 (c)) of the Association, who is under a contract of service or apprenticeship, contracted or supplied to, hired, or borrowed by the Association, whether full-time, casual, part-time, seasonal, temporary or voluntary, or under any work experience, training or similar scheme, where the Association has agree to indemnify that person in respect of any Claim or loss, whilst employed or engaged by and under the control of the Association in connection with the Association’s Business.
j. “EMPLOYMENT ISSUES” means wrongful and/or unfair dismissal or termination of
employment (either actual or constructive), wrongful failure to promote, negligent employment-related evaluation, wrongful deprivation of career opportunity, wrongful disciplinary action or negligent employee evaluation, sexual or workplace harassment of any kind (including the alleged creation of a workplace environment conducive to harassment), wrongful failure or refusal to grant tenure, employment-related defamation or unlawful discrimination whether direct, indirect or arising out of failure to provide adequate employee policies and procedures; and/or breach of any undertaking which has been transferred to the Association by virtue of the Transfer of Undertakings (Protection of Employment) Regulations and/or the EC Acquired Rights Directive; and Retaliation. k. “EXCESS” means the amount payable by the Insured and/or the Association (the Insurer
l. “EXTENDED PERIOD OF COVER” means the period immediately following the expiry of the Period of Insurance. TheExtended Period of Cover shall lapse upon a Change in Control or the insolvency of the Association.
m. “EXTRANET” means a restricted-access group of inter-connected networks accessible via service providers or online service providers using dial-up telephone service, digital subscriber lines, integrated service digital network lines, cable modem access or similar transfer mediums.
n. “INSURED” means
a) any principal, Director and/or Officer of the Association including for each; and b) their legal representatives, estate or heirs in the event of their bankruptcy, incapacity
or death.
o. “INSURER” is set forth, each for the respective percentage participations detailed, in the attached Schedule of Security.
p. “INTERNET” means the worldwide group of inter-connected networks accessible via service providers or online service providers using dial-up telephone service, digital subscriber lines, integrated service digital network lines, cable modem access or similar transfer mediums.
q. “INTRANET” means one or more inter-connected networks with restricted access to the Association via service providers or online service providers using dial-up telephone service, digital subscriber lines, integrated service digital network lines, cable modem access or similar transfer mediums.
r. “JUDICIAL REVIEW” shall have the meaning given by the Civil Procedure Rules.
s. “LIMIT OF INDEMNITY” means the maximum amount payable by the Insurer under this policy irrespective of the number of Claims and/or losses and/or the number of claimants and/or the number or type of persons and/or entities insured under this policy.
t. “NOTIFIED” means that notice is sent in writing by the Insured and/or the Association (or its agent) to, and received at the address stated in part 10 of the Schedule. For the avoidance of doubt, notice is not valid if given by any third party (other than the Association’s agent).
u. “OFFICER” means:
a) any natural person who was, or is, or may become an officer of the Association, other than its external auditor, liquidator, administrator, receiver or solicitor;
b) any Employee whilst acting in a managerial or supervisory capacity, including any Employee who at the specific written request of the Association is appointed to a managerial or supervisory position within the Association; or
c) any Employee when such Employee is named as a co-defendant in respect of a Claim made against a Director or Officer.
v. “ORDER’’ means an adjudication or settlement of any Claim by a court or any other proper body, including, but not limited to, a Tribunal.
w. ”OUTSIDE ENTITY” means any entity including a not for profit organisation (such as a trade association) to which the Insured is appointed as a director, officer, trustee, governor or equivalent at the written request of the Association, provided such entity (i) is domiciled in the European Union and (ii) is not a pension fund scheme.
x. “PERIOD OF INSURANCE” means the period stated in part 2 of the Schedule and shall also mean, if the Insurer refuses to offer any terms for the renewal of this policy and if the Insured and/or Association pays an additional premium of one hundred per cent (100%) of the Premium stated in the Schedule, to an extension of the coverage granted by this policy with respect to any Claim which shall be made against the Insured or Association during the twelve (12) months commencing from the end of the Period of Insurance stated in the Schedule, but only in respect of any Claim arising out of the conducting of the Association’s Business before the expiry of the Period of Insurance. A written request for this extension, together with payment of the additional premium must be made within 15 days after the expiry of the Period of Insurance, provided that:
a) this policy is not replaced or succeeded by any other policy affording, wholly or in part, similar cover;
b) any Claim made during this extension shall be considered made during the Period of Insurance; and
c) this extension shall not apply if this policy is terminated by the Insurers for non payment of premium.
The offer by the Insurer of renewal terms, conditions, Limits of Liability or Premium different from those of the expiring policy shall not constitute a refusal to renew.
y. “POLLUTION” means any pollution, seepage, discharge, dispersal, release or escape of any solid, liquid, gaseous or thermal irritant or contaminant including, but not limited to, smoke, vapours, soot, dust, fibres, fungi, mould, fumes, acids, alkalis, chemicals and waste (including but not limited to material to be recycled, reconditioned or reclaimed) or contamination of any kind; or ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste or from the combustion of nuclear fuel; or radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof.
z. “PREMIUM” means the amount stated in part 5 of the Schedule plus Insurance Premium Tax (or other appropriate tax) at the rate from time to time in force.
aa. “PROPOSAL” means all the information supplied to the Insurer (whether by written, electronic or any other means) which it is hereby agreed is the basis of this policy.
bb. ‘’RETALIATION’’ means any actual or alleged response to the treatment of any Employee as a direct result of that Employee providing or threatening to provide information or evidence or to bring proceedings or make allegations or take action with regard to the Insured in respect of employment law, including, but not limited to, discrimination and whistleblowing.
cc. “RETIRED INSURED” means an Insured who, other than by reason of a Change in Control, has voluntarily ceased to hold such office during the Period of Insurance.
dd. “SCHEDULE” means the document entitled “Schedule” that relates to this policy.
ee. ‘’SUBSIDIARY’’ means any company in which the Association at the date of the Claim or loss;
a) held or holds, directly or indirectly more than fifty per cent (50%) of the voting rights; b) had or has the right to appoint or remove a majority of the board of directors; or c) held or holds, beneficially or otherwise, more than fifty per cent (50%) of the issued
share capital.
ff. “TERRORIST ACTION” means the actual or threatened: a) use of force or violence against persons or property;
b) commission of an act dangerous to human life or property; or
c) commission of an act that interferes with or disrupts an electronic or communications system
undertaken by any person or group, whether or not acting on behalf of or in connection with any organisation, government, power, authority, or military force, when any of the following applies:
i. the apparent intent or effect is to intimidate or coerce a government or business, or to disrupt any segment of the economy;
ii. the apparent intent or effect is to cause alarm, fright, fear of danger, or apprehension of public safety in one or more distinct segments of the general public, or to intimidate or coerce one or more such segments; or
iii. the reasonably apparent intent or effect is to further political, ideological, religious or cultural objectives, or to express support for (or opposition to) a philosophy, ideology, religion or culture.
gg. ‘’TRIBUNAL’’ means a tribunal established in accordance with the Employment Tribunals (Constitutions and Rules of Procedures) Regulations 1993.
hh. “WRONGFUL ACT” means any negligent act, negligent error or negligent omission, except for Claims falling within the ambit of insuring clause 1.5, when it means, any actual or alleged error, misstatement, act, omission neglect, misleading statement, breach of duty, breach of trust, breach of contract, breach of warranty of authority, wrongful trading, or other act actually or allegedly committed or attempted by the Insured in the capacity of Director or Officer of the Association.
14 INNOCENT NON-DISCLOSURE
In the event of non-disclosure or misrepresentation at any renewal, the Insurer shall waive their rights to avoid this policy provided that:
a) to the satisfaction of the Insurer, the Insured establishes that such non-disclosure or such misrepresentation was innocent and that there was no intent to deceive and that there was no fraudulent conduct;
b) if a Claim should have been notified during the Period of Insurance which precedes the current Period of Insurance, and the cover, the Excess or the Limit of Indemnity to which the Insured would have been entitled was more restricted than that provided at the date of notification, the extent to which the Insurer shall be liable shall be no greater than that which was provided at the date at which such notification should have been given; and c) the Premium and the extent of cover shall be adjusted by the Insurer to those which, at the
reasonable discretion of the Insurer, would have applied, had all of the facts been disclosed.
15 SPOUSAL COVER
At the request of any Insured as defined in ‘13. DEFINITIONS’, Insurers will indemnify the spouse of such natural person but only in respect of a Claim to enforce a judgment insured hereunder obtained against such an Insured against the property of his or her spouse.
ENDORSEMENTS
The following endorsements attach to and form part of Policy Number A06600DOA153 in the name of British Cycling Federation Ltd & British Cycling Events Ltd,
English Cycling Union Ltd
The British Cycling Federation Promotions Ltd
The Policy shall be extended to any referral Wrongful Act committed or attempted by any natural person whilst serving in their capacity as trustee, director, officer, commitee member or any other person in a managerial or supervisory capacity of an affiliated cycling clunbe holding a current registration with the Association but only in respect of the aggregate of any other potentially applicable cover, whether or not it actually responds.
And provided that:
a) the person is formally appointed
b) the maximum aggregate payable by the insurer shall not exceed an inner aggregate limit of £250,000 per club and this amount shall form part of and where paid erode the Limit of Indemnity shown in the Schedule.
It is hereby noted and agreed that the Policy is extended to include coaching activities undertaken by qualified Ccaches, working for or on behalf of British Cycling and in a private capacity, earning up to a maximum of £15,000 per annum. As a condition precedent to Indemnity, British Cycling must ensure that CRB and qualification checks have been undertaken and valid.
All other terms, conditions, exclusions and limitations remain unaltered.
All other terms, conditions, exclusions and limitations in this policy remain unaltered.
SCHEDULE OF SECURITY
BINDING AUTHORITY NUMBER: DMA142D70680
Percentage Insurer
