Professional Indemnity Insurance Policy for Design & Construction

Professional Indemnity Insurance

Policy for Design & Construction

Professional Indemnity Insurance Policy

for Design & Construction

This is a ‘claims made’ insurance

This Insurance covers only claims first made or losses sustained and notified to Us during the Period of Insurance

Introduction

Thank You for choosing Towergate Underwriting Financial Risks This is Your policy, setting out Your insurance protection in detail.

Your premium has been based upon the information shown in The Schedule and recorded in the written

application You have signed and/or declaration You have made. Please read Your policy carefully to make sure that it meets Your requirements and that the details on The Schedule are correct.

Contents – a guide to Your policy

This policy booklet consists of individual sections. It should be read in conjunction with The Schedule which indicates both the sections You are insured under and gives precise details of the extent of Your insurance protection.

The Contract of Insurance Page 4 Our Service to You Page 4

Part 2

Policy Definitions Page 7 Sections which comprise your policy

Section 1 Interpretation Page 10 Section 2 Insurance Clauses Page 11 Section 3 Limits of Indemnity Page 13 Section 4 Exclusions Page 14 Section 5 General Conditions Page 17 Section 6 Claims Conditions Page 18 Renewal Procedure Page 19 Fair Processing Notice Page 20

Part 3

Commercial Legal Protection Page 21

The Contract of Insurance

The policy, the proposal form and/or any declaration made byYouand theScheduleshould be read together and form the contract of insurance betweenYou, The PolicyholderandUs.

In return forYouhaving paid or agreed to pay the premium for the period of Insurance,Wewill provide the insurance described in this Policy subject to the terms and conditions for the Period of Insurance shown in the Schedule and any subsequent period for whichYoushall pay andWeshall agree to accept the premium. On behalf of Towergate Underwriting Financial Risks

Peter Newson

We would remind you that you are required to inform us immediately of any facts or changes which we would take into account in our assessment or acceptance of this insurance. Failure to do so may invalidate your policy or result in certain covers not operating fully. If you are in any doubt as to whether a fact is material or not, please contact your insurance adviser.

Law applicable to this policy

Both you and we may choose the law whcih applies to this contract. However, unless you and we agree otherwise, the law which applies is the law applicable in the part of the United Kingdom, Channel Islands or the Isle of Man in which your business is based. Full details will be provided in your policy documentation.

This policy (and the schedule which forms an integral part of the policy) is a legal contract. Please examine it thoroughly to ensure it meets your requirements. If it does not please advise your insurance adviser immediately

Our Service to You

Our goal is to give excellent service to all Our customers. We take all complaints We receive seriously and aim to resolve all Our customers’ problems promptly. To ensure that We provide the kind of service you expect We welcome your feedback. We will record and analyse your comments to make sure We continually improve the service We offer.

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A) We will acknowledge Your complaint within 2 working days of receipt. B) We aim to resolve complaints within 5 working days.

C) Once an assessment and full investigation of Your concern has been made We will respond with a decision.

Most of Our customers’ concerns can be resolved quickly, but occasionally more detailed enquiries are needed. If this is likely, We will contact You with an update and give You an expected date of response. This will not be beyond 28 working days from when You first made Your complaint.

If You remain unhappy with the decision You receive from Towergate Underwriting Financial Risks and You are still unhappy with the final decision or We haven’t dealt with the issue within 56 days You may be able to refer the matter to the Financial Ombudsman Service (FOS).

Whilst We are bound by the decision of the FOS, You are not. Following the complaint procedure does not affect Your right to take legal action.

What You should do if You would like to complain. Following this complaints process will not affect Your legal rights.

The steps You should take if dissatisfied

Step 1 Seek resolution by Your insurance adviser or usual Towergate Underwriting Financial Risks point of contact.

If You are disappointed with any aspect of the handling of Your insurance We would encourage You, in the first instance, to contact the manager concerned. You can write or telephone whichever suits You, and ask Your contact to review the problem.

Step 2 Refer Your complaint to Towergate Underwriting Financial Risk’s Managing Director.

If You remain unhappy with the decision You receive You should contact, with full details including Certificate number and/or claim number, the

Managing Director

Towergate Underwriting Financial Risks 77 Leadenhall Street

London EC3A 3DE Tel 0870 410 0952 Fax 0870 410 0953

Email: [email protected]

Step 3 Refer Your complaint to the Financial Ombudsman Service.

If after making a complaint to Towergate Underwriting Financial Risks You are still unhappy and You feel the matter has not been resolved to Your satisfaction, please contact the FOS at

Financial Ombudsman Service South Quay Plaza

183 Marsh Wall London E14 9SR

Tel 08450 801800

Compensation Scheme

Towergate Underwriting Group Limited and the insurers of this policy are covered by the Financial Services Compensation Scheme (FSCS). If we are unable to meet our obligations, you may be entitled to compensation from the scheme, depending on the type of insurance and the circumstances of the claim. Further information is available from the FSCS at www.fscs.org.uk.

Claim Notification

Conditions that apply to the policy and in the event of a claim are set out in this policy wording. It is important that you comply with all policy conditions and you should familiarise yourself with any requirements.

Directions for claim notification are included under Claims Conditions. Please be aware that claims and circumstances that might reasonably be expected to produce a claim against you must be notified to us as soon as possible. Further guidance is contained in this policy wording.

Claims Conditions require you to provide us with any reasonable assistance and evidence that we require concerning the cause and value of any claim. Ideally, as part of the initial notification, you will provide: • Your name, address, and your telephone number

• Policy number

• The date when you became aware of the claim or circumstances • The cause of the claim

• Details of the claim together with the claim value, if known

• Names and addresses of any other parties involved or responsible for the claim.

This information will enable us to make an initial evaluation of the claim. We may, however, need to request additional information.

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Definitions

For the purposes of this Professional Indemnity Insurance (not applicable to the Commercial Legal Protection Section).

1 Agentmeans

any person or firm including specialist designers consultants or sub-contractors of Yours or Your Predecessors engaged in the performance of the Professional Activities and Duties provided that the rights of recourse against such specialist designers consultants or sub-contractors are not waived or otherwise impaired

2 Asbestos Risksmeans

A) the presence of Asbestos Asbestos Dust or Asbestos Containing Materials B) the release of Asbestos Dust

C) the exposure of persons buildings or property to Asbestos Dust or Asbestos Containing Materials

3 Asbestosmeans

crocidolite amosite chrysotile fibrous actinolite fibrous anthophyllite or fibrous tremolite or any mixture containing any of those minerals

4 Asbestos Dustmeans fibres or particles of Asbestos

5 Asbestos Containing Materialsmeans

any material containing Asbestos or Asbestos Dust

6 Bodily Injurymeans

death disease illness or bodily or mental injury

7 Claimmeans

A) service of a Claim Form Counterclaim Other Additional Claim Application Notice Notice of Appeal Witness Summons or similar legal document including an application for any related injunction

B) a reference to or notification of intention to commence or the commencement of proceedings of any kind including arbitration proceedings or

C) a written communication including electronic communications whether or not containing a demand for compensation or damages asserting a legal liability on Your part

D) any communication in whatsoever form invoking any Pre-Action Protocols contained in the civil Procedure Rules

8 Defence Costsmeans

all costs and expenses (other than costs incurred in connection with provision B of Claims Condition 7 Dishonesty and Fraud) which are incurred by You or by Us with Our written consent in connection with the defence investigation or settlement of any Claim made against You in connection with any circumstances which might give rise to a Claim

We shall not unreasonably withhold our consent to the incurring of Defence Costs

9 Documentsmeans all

A) documents (excluding bearer bonds coupons bank or currency notes or other negotiable instruments) B) computer systems records

Your property or for which You are responsible

10 Employeemeans

any person including any trainee or consultant under a contract of service with You or Your Predecessors in respect of the Professional Activities and Duties at the time of any conduct giving rise to a claim against You or at the time of any other occurrence which may be subject of indemnity under this insurance.

11 Endorsement means

an amendment to the Policy Terms and Conditions including amendments described as Endorsements in the Schedule

12 The Insured / You / Your / The Policyholdermeans

the Insured as named in the Schedule Each of the following parties will in addition be deemed the Insured in respect of Claims arising out of the conduct of the Professional Activities and Duties provided that each shall be subject to the terms of this Insurance to the extent such terms can apply

A) any principal partner Member or director or former principal partner Member or director of the Insured or if deceased incapacitated insolvent or bankrupt the legal representatives thereof in respect of liability at law incurred by such principal partner Member or director or former principal partner Member or director B) at the Insured’s request any Employee or if deceased incapacitated insolvent or bankrupt the legal

representatives thereof in respect of liability at law incurred by such Employee

13 Your Contributionmeans

the amount for which the insured is responsible under Insurance Clauses 1 (Negligence Breach of

Confidentiality and Infringement of Intellectual Property Rights) 2 (Dishonesty) 3 (Libel and Slander) 4A) (Loss of or Damge to Documents - Liability at law) 5 (Migration of losses) 6 (Joint Venture or Consortium) and 7 (Defence Costs) of this Insurance in respect of any one Claim

All Claims attributable to the same error or omission or series of acts errors or omissions consequent upon or attributable to the same original cause or source will be regarded as one Claim

14 Member means

a member of a limited liability partnership as defined under the Limited Liability Partnership Act 2000

15 Microchipmeans

a unit of packaged computer circuitry manufactured in small scale and made for program logic and/or computer memory purposes and expressly including integrated circuits and microcontrollers

16 North America means

the United States of America and Canada and in each case its territories and possessions and any state or political sub-division thereof

17 North American Claim means

each and every Claim brought against the Insured in North America or which is instituted or pursued before an arbitrator or tribunal or in courts in North America (whether for enforcement of judgment or otherwise) or in which it is contended that the laws of any country state or political sub-division in North America should apply

18 Predecessorsmeans

any person practice or other firm to which You have succeeded

19 Professional Activities and Dutiesmeans

the performance by You or Your predecessors or on Your behalf of any professional A) design or specification

B) supervision of construction

C) feasibility study including work in relation to applications for planning consent D) technical information calculation

E) surveying

F) CDM co-ordination services or planning supervisory services in connection with the Business undertaken only by or under the direction and direct control of a qualified architect engineer surveyor quantity surveyor or other person having other relevant professional qualifications appropriate to the work undertaken or having a minimum level of experience of five years in undertaking such work

For the avoidance of doubt Professional Activities and Duties do not include supervision by You of Your own or Your subcontractors’ work where such supervision is undertaken in Your capacity as building or engineering contractor and You have no responsibility under the contract for provision of design. Such supervision will however be included within the Professional Activities and Duties whenever You have provided all of the design element of Your building or engineering contracts or sub-contractors

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the proposal form or Statement of Fact and any declaration completed in respect of this Insurance including any renewal declaration and any information supplied by or on Your behalf in addition to or in substitution for these documents

21 Statement of Fact means

the document which provides details of

A) You and all material information relevant to this Insurance B) assumptions made by Us about material information

If this information or these assumptions are incorrect You must inform Us as soon as possible

22 Systemincludes

computers other computing and electronic equipment linked to computer hardware electronic data processing equipment Microchips and anything which relies on a Microchip for any part of its operation and includes for the avoidance of doubt any computer installation

23 Terrorismmeans

an act of any person acting on behalf of or in connection with any individual or organisation which carries out activities directed towards the overthrowing or influencing by force or violence of Her Majesty’s government in the United Kingdom or any government whether legally established or not

24 Virusmeans

programming code or series of instructions designed to achieve an unexpected unauthorised or undesirable effect or operation when loaded onto a System transmitted between Systems by transfer between computer systems via networks extranets internet or electronic mail or attachments thereto or via floppy diskettes or CD-ROMs or otherwise and whether involving self replication or not

25 War Risksmeans

war invasion act of foreign enemy hostilities (whether war be declared or not) civil war rebellion revolution insurrection or military or usurped power

26 We / Us / Our / TUFRmeans

Towergate Underwriting Group Limited trading as Towergate Underwriting Financial Risks on behalf of the insurers whose identity and whose proportionate liability is stated in the Schedule.

In this Insurance

1 the singular includes the plural and vice versa

2 the male gender includes the female and neutral genders

3 references to any Act or law include any rule order regulation or other similar instrument made thereunder and shall include any amendment replacement consolidation or re-enactment of such Act or law

4 any legal references within this Insurance shall include any equivalent legal provision in the jurisdiction of ordinary residence of the Insured or location of the risk insured provided that such jurisdiction falls within the territorial scope of this Insurance

5 the use of headings and sub-headings is for ease of reference only and is not intended to be construed as an aid to interpretation

6 any sentence commencing with the terms “including” or “includes” or any similar expression is intended to be construed as illustrative and not as exhaustive

Interpretation

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Insurance Clauses

Section 2

We will indemnify You against liability at law for damages and claimant’s costs and expenses in respect of Claims arising out of the conduct and execution of the Professional Activities and Duties first made against You and notified to Us during the Period of Insurance for

1 A) Negligence

B) Breach of confidentiality

C) Infringement of intellectual property rightsincluding patents copyrights or the unauthorised use of systems or designs occurring or committed in good faith by You or any Employee any Agent the Predecessors or any other person firm or company acting jointly with You

The foregoing indemnity extends to include liability which You may incur in respect of any Claim or Claims first made against You during the Period of Insurance as a result of any

1) decision by an adjudicator appointed to resolve a dispute in accordance with the Scheme for Construction Contracts as contained in the Housing Grants Construction and Regeneration Act 1996 or an adjuducation clause or rules contained in a contract

2) award by an arbitrator or tribunal of arbitrators

2 Dishonestyarising out of any dishonest or fraudulent act or omission on the part of any Employee or Agent provided that

A) no person committing or condoning such dishonest or fraudulent act or omission shall be entitled to indemnity

B) We shall not be liable for any Claim arising from any dishonest or fraudulent act or omission committed by 1) any person after there is reasonable cause for suspicion of fraud or dishonesty in relation to such

person

2) any director of Yours

3 Libel and slandercommitted by any partner member former partner member or principal of Yours or any Agent Employee or the Predecessors provided that We shall not be liable for any Claim arising from personal spite or ill will towards any claimant

In addition the following Insurance will be provided

4 Loss of or damage to Documents

Notwithstanding Exclusion 4 We will in the event of loss of or damage to Documents occurring in the course of the conduct of the Business and advised to Us during the Period of Insurance indemnify You in respect of

A) all sums which You shall become liable at law to pay in consequence of such loss or damage B) all costs and expenses reasonably incurred by You in replacing or restoring such Documents up to a

maximum of £250,000 during the Period of Insurance Provided that

1) such loss or damage is sustained while the Documents are either in transit or in Your the custody or of any person to whom You have entrusted them

2) where Documents are in electronic format You can demonstrate to Our reasonable satisfaction that You had in place sufficient and proper procedures for the security and the daily back-up of Documents 3) We shall not be liable under Insurance Clause 4B) for any costs or expenses in respect of loss of or

damage to Documents arising directly or indirectly from A) the transmission or impact of any Virus

5 Mitigation of Losses

We will indemnify You against costs and expenses necessarily incurred with Our prior written consent in respect of any action taken to mitigate a loss or potential loss that otherwise would be the subject of a claim under this insurance. The onus of providing a loss or potential loss under this Insurance shall be upon You who will be obliged to give prior written notice to Us during the Period of Insurance of the intention to take action that will incur such costs and expenses

6 Joint Venture and/or Consortium Clause

We will indemnify You in respect of any liability for work undertaken by any firm company or individual with whom You are operating jointly and any joint venture and/or consortium which includes You but in respect of Your liability only and in so far as an indemnity is provided under Insurance Clauses 1- 5

7 Defence Costs

We will pay Defence Costs incurred by Us or by You with Our written consent in connection with any Claim under Insurance Clauses 1-6

8 Prosecution defence costs

We will indemnify You against any costs and expenses incurred with Our prior written consent of the Insurer in the defence of any criminal proceedings first brought against You and notified to Us during the Period of Insurance arising out of any alleged breach of any statutory regulation

relating to building or construction works (including health and safety legislation and The Corporate Manslaughter and Corporate Homicide Act 2007) provided that

A) such alleged breach arises out of the conduct of the Professional Activities and Duties and

B) the circumstances giving rise to the legal proceedings could otherwise be the subject of a Claim in relation to liability at law under this Insurance and

C) in Our reasonable opinion the defence of such legal proceedings would assist in the defence of any subsequent or concurrent civil liability Claim against You arising from such circumstances and D) Our liability shall not exceed £100,000 in the aggregate in any Period of Insurance and

E) We shall not be liable in respect of the first £1,000 of costs and expenses incurred in respect of each prosecution

9 Legal representation costs (official investigation or other proceedings)

We will pay 80 per cent of costs charges and expenses which are not indemnified as Defence Costs under Insurance Clause 7 incurred by You with Our prior written consent for representation at any official proceedings investigation examination enquiry or other proceedings first instigated against the Insured and notified to Us during the Period of Insurance in respect of any occurrence which may be the subject of indemnity under this Insurance Provided that the Our liability shall not exceed £100,000 during the Period of Insurance

10 Compensation for court attendance

In the event of

A) the legal advisers acting on Your behalf with Our consent requiring any principal partner Member director or Employee of the Insured to attend any court tribunal arbitration adjudication mediation or other hearing as a witness or

B) the Insurer requesting the attendance of any principal partner Member director or Employee as an interested party at any mediation in connection with a Claim made against You and notified under this Insurance We will provide compensation to You at the following rates for each day on which attendance is Required

A) Any principal partner Member or director of the Insured £500 B) Any Employee £250

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Limits of Indemnity

Section 3

Limit of Indemnity applying to Insurance Clauses 1 - 7

Our liability for damages claimant’s costs and expenses costs and expenses of migration and Defence Costs arising out of all claims notified during the Period of Insurance under Insurance Clauses 1 - 7 shall not exceed the Limit of Indemnity specified in the Schedule

Provided that where We are liable to Indemnify more than one person firm or company or body the total amount of Indemnity payable under this Insurance shall not exceed the Limit of Indemnity

The Company shall not be liable in respect of

1 Adjudication and Arbitration

any Claim arising out of or related to any

A) decision made against You by an adjudicator who was not independent of the parties to the dispute

B) adjudication arising from an adjudication clause in a contract which contains timetable provisions for adjudication which are more onerous to You than those contained in the Scheme for Construction Contracts referred to in the Housing Grants Construction and Regeneration Act 1996

C) arbitration award made in respect of any Claim or counterclaim where the seat of the arbitration was located outside England Wales Scotland or Northern Ireland unless that seat was agreed to by Us.

2 Asbestos Risks

any liability based upon or arising out of or relating directly or indirectly to or in consequence of or in any way involving Asbestos Risks

3 Bodily Injury to Employees

Bodily Injury to an Employee arising out of and in the course of his employment for You or on Your behalf

4 Bodily Injury to others or damage to property

Bodily Injury to any other person or loss of or damage to property unless arising out of the Professional Activities and Duties

5 Contractual liability including Collateral Warranties

any Claim arising out of liability assumed by You under any contractual arrangements inluding (Collateral Warranty or Duty of Care agreement or similar agreement) in respect of

A) any warranty or agreement under which You assume a standard of care greater than the standard of reasonable skill and care normally expected in Your profession

B) any acceptance or guarantee of fitness for purpose

C) any warranty or agreement which provides greater or longer lasting benefit than that given to the party with whom You originally contracted

D) any express guarantee contractual penalty or liquidated damages in so far as liability under such agreement exceeds the amount of Your liability in the absence of such agreement

Notwithstanding this Exclusion this Insurance will indemnify You in respect of Claims or Defence costs arising out of liability assumed under the standard Warranty Agreements published by the British Property Federation, the construction Industry Council or the Scottish Building Contract Committee

Section 4

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any Claim made against You by

A) any entity in which the Insured or any partner Member or director or any combination of partners Members or directors of the Insured exercises or has exercised a controlling interest

B) any entity exercising a controlling interest over the Insured by virtue of their having a financial or executive interest in the operation of the Insured unless such Claim emanates from an independent third party

7 Defective workmanship

any Claim arising out of defective workmanship or defective materials or the failure to supervise or inspect work carried out

8 Directors’ and officers’ liability

Any Claim against You in Your capacity as a principal director officer or trustee in respect of the performance or non-performance of Your duties as a principal director officer or trustee

9 Effecting insurance

any Claim arising out of the effecting or maintenance of insurance

10 Employment

any Claim arising from any liability to any Employee former employee or prospective employee in respect of employment related libel slander humiliation or defamation wrongful dismissal repudiation or breach of any employment contract or arrangement termination of a training contract or contract of apprenticeship harassment discrimination or like conduct

11 Estimates

any Claim arising in connection with the estimate of construction costs where such estimates are undertaken in Your capacity as building or engineering contractor

12 Finance

any Claim arising out of the provision of finance or advice on financial matters

13 Fines penalties punitive damages etc.

any fines penalties punitive exemplary or aggravated damages where such damages have been identified separately within any award of a court or the multiple portion of any multiplied damage award

14 Insolvency of the Insured

any Claim arising out of or relating to Your insolvency or bankruptcy Provided that this Exclusion shall not apply to any Claim

A) in respect of monies held on behalf of third parties or

B) for which You would otherwise be indemnified by this Insurance but for Your insolvency or bankruptcy.

15 Your Contribution

Your Contribution

16 North American Jurisdiction and Operations

A) damages or other monetary awards judgements or negotiated settlements claimant’s costs and expenses and Defence Costs connected with or arising out of any North American Claim

B) the enforcement upholding or registration against You by any arbitrator tribunal or court outside North America of any damages or other monetary awards judgements or negotiated settlements claimant’s costs and expenses and Defence Costs connected with or arising out of any North American Claim

C) Your operations or any principal partner Member director Employee agent branch subsidiary or parent company of the Insured in North America

17 Nuclear

loss or destruction of or damage to any property whatsoever or any loss or expense of whatsoever nature resulting or arising therefrom or any legal liability of whatsoever nature directly or indirectly caused by or contributed to by or arising from

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

18 Other policies

circumstances where You are entitled to indemnity under any other policy of insurance

19 Pollution

any Claim or Claims based upon or arising out of or relating directly or indirectly to or in consequence of or in any way involving seepage pollution or contamination of any kind

20 Previous claims or circumstances

A) the consequence of any circumstance

1) notified under any insurance which was in force prior to the inception of this Insurance

2) known to You or which should have been known to You at the inception of this Insurance which might reasonably be expected to produce a Claim

B) any Claim made against You prior to the Period of Insurance

21 Retroactive Date

any claim or loss otherwise eligible for indemnity under this Insurance where the cause of such Claim or loss occurred or was alleged to have occurred prior to any Retroactive Date specified in the Schedule

22 Trading Losses

any Claim arising out of or in connection with any trading losses or liabilities incurred by You or any business managed by or carried on by You

23 Transportation or property

any Claim arising from the ownership use occupation or leasing of property mobile and/or immobile by You or on Your behalf

24 War and Terrorism

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Section 5

1 Other Insurance

If at the time any claim arises under this Insurance You are or would but for the existence of this Insurance be entitled to indemnity under any other policy or policies We shall not be liable except in respect of any excess beyond the amount which would have been payable under such other policy or

policies had this Insurance not been effected

2 Choice of Law

Under the laws of the United Kingdom (England Scotland Wales and Northern Ireland) both parties may choose the law which applies to this contract to the extent permitted by those laws Unless the parties agree otherwise in writing We have agreed with You that the law which applies to this contract is the law which applies to the part of the United Kingdom in which You are based or if You are based in the Channel Islands or the Isle of Man the law of whichever of those two places in which You are based The parties have agreed that any legal proceedings between them in connection with this contract will only take place in the courts of the part of the United Kingdom in which You are based or if You are based in either the Channel Islands or the Isle of Man the courts of whichever of those two places in which You are based

3 Rights of Third Parties

A person who is not a party to this Insurance has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Insurance but this does not affect any right or remedy of a third party which exists or is available apart from that Act

4 Consumer Credit Termination Clause

We reserve the right to terminate the Policy in the event that there is a default in instalment payments under any linked loan agreement

1 Claims Notification

If during the Period of Insurance You receive any Claim You shall as a condition precedent give written notice of such Claim to Us as soon as reasonably possible All Claims must be notified to Us prior to the expiry of the Period of Insurance

If during the Period of Insurance You become aware of any circumstance which might reasonably be expected to produce a Claim against You You shall as a condition precedent give written notice of such circumstance to Us as soon as reasonably possible irrespective of either Your views as to whether such Claim will succeed or as to whether the amount of the Claim will exceed Your Contribution

All circumstances must be notified to Us prior to the expiry of the Period of Insurance Any Claim arising from any circumstance notified to Us in accordance with this Condition shall be deemed to have been made in the Period of Insurance

We will have no liability under this Insurance in respect of any matter which You do not notify to the Insurer in accordance with the requirements of this Condition

2 Notification of Adjudications

You shall as a condition precedent to its right to indemnity in respect of any adjudication for which indemnity is available under Insurance Clause 1 (Negligence Breach of Confidentiality

and Infringement of Intellectual Property Rights)

A) notify Us within 2 working days of receipt of any notice of intention to adjudicate notice of adjudication referral notice or any adjudication notice pursuant to contract

B) not serve any of the notices referred to in Claims Condition 2A) without Our prior written consent unless in Your reasonable opinion service of those notices will not give rise to a Claim against You

We will have no liability under Insurance Clause 1 in respect of any matter which You do not notify to Us in accordance with the requirements of this Condition

3 Supporting Documentation and Admissions

All documents supporting any Claim shall be forwarded to Us immediately on receipt No admission offer promise payment or indemnity shall be made or given by or on Your behalf without Our written consent

Claims Conditions

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You shall give all such assistance as We may require We shall be entitled to take over and conduct in Your name the defence or settlement of any Claim or to prosecute or bring proceedings in Your name for its own benefit any Claim and shall have full discretion in the conduct of any proceedings and in the settlement of any Claim

5 Queen’s Counsel Clause

You shall not be required to contest any legal proceedings unless a Queen’s Counsel (or by mutual

agreement between You and Us a similar authority) shall advise that such proceedings could be contested with the probability of success

6 Disposal of Claims

In connection with any Claims against You We may at any time pay to You the Limit of Indemnity (after deduction of any sums already paid during the Period of Insurance) or any less amount for which such Claims can be settled and thereupon We shall relinquish the control of such Claims and be under no further liability in connection therewith

7 Dishonesty and Fraud

In respect of any claim made in accordance with this policy arising out of any dishonest or fraudulent act or omission

A) You must immediately take all reasonable steps to prevent further loss

B) If We so request You shall take all reasonable steps to effect recovery from the person

committing or condoning or knowingly participating in such dishonest or fraudulent act or omission or from the personal representatives of such person

C) any monies recovered following action as described in 7B) above shall be deducted from any amount payable under this Insurance

8 Fraudulent Claims

If any claim is fraudulent or based on an exaggerated or false declaration this Insurance shall be void and all benefits forfeited

Renewal Procedure

Prior to Renewal Date each year We may request You to complete a renewal declaration form

The renewal premium (and if applicable any adjustment of premium for the past year) will be calculated on the information provided by You

Renewal will not be invited unless a satisfactory declaration is received by Us when requested prior to Renewal Date Failure to submit a renewal declaration form prior to renewal when requested or submission of an unsatisfactory declaration will cause this Insurance to be lapsed from the Renewal Date

FAIR PROCESSING NOTICE

Please read the following carefully as it contains important information relating to the details that you have given us. You should show this notice to any other party related to this insurance.

Who we are

This product is underwritten by Towergate Underwriting Financial Risks on behalf of insurers whose identity and proportionate liability is stated in The Schedule.

You are giving your information to Towergate Underwriting Financial Risks. In this information statement, ‘we’ ‘us’ and ‘our’ refer to Towergate Underwriting Financial Risks unless otherwise stated.

How your information will be used and who we share it with

Your information comprises all the details we hold about you and your transactions and includes information obtained from third parties.

We may use your information to help us: • Assess financial and insurance risks; • Recover debt;

• Prevent and detect crime;

• Develop our services, systems and relationships with you; • Understand our customers’ requirements;

• Develop and test products and services

We do not disclose your information to third parties except: • Where we have your permission; or

• Where we are required or permitted to do so by law; or

• To credit reference and fraud prevention agencies and other companies that provide a service to us, our partners or you; or

• Where we may transfer rights and obligations under this agreement.

From time to time we may change the way we use your information. Where we believe you may not reasonably expect such a change we shall write to you. If you do not object, you will consent to that change.

We will not keep your information for longer than is necessary.

Sensitive Information

Some of the information we ask you for may be sensitive personal data, as defined by the Data Protection Act 1998 (such as information about health or criminal convictions). We will not use such sensitive personal data about you or others except for the specific purpose for which you provide it and to carry out the services described in your policy documents. Please ensure that you only provide us with sensitive information about other people with their agreement.

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COMMERCIAL LEGAL PROTECTION

This section is underwritten by DAS Legal Expenses Insurance Company Limited

To make sure that you get the most from your DAS cover, please take time to read this section which explains the contract between us.

Please take extra care in following the procedures underEmployment Compensation Awards cover (insured incident 1(b)).

If you have any questions or would like more information, please contact your insurance adviser.

It will help if you keep the following points in mind: How we can help

Once you have given us details of your claim and we have accepted it, we will start to resolve your legal problem. To make a claim under this section please telephone us on 0117 934 2160 and we will take details of your dispute. We will not be able to confirm cover for your claim, but we will provide you with a reference number and advise you what to do next.

If you would prefer to report your claim in writing please send it to the Claims Department, DAS Legal Expenses Insurance Company Limited, DAS House, Quay Side, Temple Back, Bristol BS1 6NH.

Alternatively you can email your claim to us at [email protected]

Claims are usually handled by a representative appointed by us, but sometimes we deal with them ourselves. Claims outside the United Kingdom may be dealt with by other DAS offices elsewhere in Europe.

If you need help from us

You can phone us anytime on 0117 934 2160 for advice on any commercial legal or tax problem affecting your business.

When we cannot help

Please do not ask for help from a solicitor or accountant before we have agreed. If you do, we will not pay the costs involved.

Problems

We will always try to give you a quality service. If you think we have let you down, please write to our Customer Relations Department at our Head Office address shown below. Or you can telephone us on 0117 934 0066 or email us at [email protected]

Details of our internal complaint-handling procedures are available on request.

Our Head and Registered Office is:

DAS Legal Expenses Insurance Company Limited, DAS House, Quay Side, Temple Back, Bristol BS1 6NH. Registered in England and Wales, number 103274.

DAS Legal Expenses Insurance Company Limited is authorised and regulated by the Financial Services Authority. This section will cover theinsured personin respect of any insuredincident arisingin connection with the business shown in the schedule if the premium has been paid.

Weagree to provide the insurance in this section as long as:

(a)thedate of occurrenceof theinsured incidenthappens during theperiod of insuranceand within the

territorial limit;and

(b)any legal proceedings will be dealt with by a court, or other body which we agree to, in the territorial limit; and

(c)in civil claims it is always more likely than not that aninsured personwill recover damages (or obtain any other legal remedy whichwehave agreed to) or make a successful defence.

For allinsured incidents,wewill help in appealing or defending an appeal as long as theinsured persontells

uswithin the time limits allowed that they wantusto appeal. Beforewepay any costs and expenses for appeals,

wemust agree that it is always more likely than not that the appeal will be successful. If arepresentativeis used,wewill pay thecosts and expensesincurred for this.

Wewill pay Compensation Awards thatwehave agreed to.

The mostwewill pay for all claims resulting from one or more event arising at the same time or from the same originating cause is GBP100,000.

THE MEANING OF WORDS IN THIS SECTION

DAS Legal Expenses Insurance Company Limited.

2. The policyholder

As shown in the schedule.

3. Insured person

The policyholderand the directors, partners, managers and employees ofthe policyholder.

4. Representative

The lawyer, accountant or other suitably qualified person, who has been appointed to act for aninsured personin accordance with the terms of this section.

5. Period of insurance

The period for whichwehave agreed to cover theinsured personand for which the premium has been paid.

6. Full enquiry

An extensive examination by HM Revenue & Customs which considers all aspects ofthe policyholder’stax affairs, excluding those enquiries which are limited to one or more specific aspects ofthe policyholder’sself assessment and/or corporation tax return.

7. (a) Aspect enquiry

An examination by HM Revenue & Customs which considers one or more specific aspects ofthe policyholder’sself assessment and/or corporation tax return.

(b Tax intervention enquiry

An examination by HM Revenue & Customs to measure the level of compliance inthe policyholder’s

financial accounting records to highlight areas where errors have occurred or may occur.

8. Date of occurrence

(1) For civil cases (other than underinsured incident - 7 Tax Protection), thedate of occurrenceis when the cause of action first accrued.

(2) For criminal cases, thedate of occurrenceis when theinsured personcommenced or is alleged to have commenced to violate the criminal law in question.

(3) For licence or registration appeals, thedate of occurrenceis whenthe policyholderfirst became aware of the proposal by the relevant licensing or regulatory authority to suspend, alter the terms of, refuse to renew or cancelthe policyholder’slicence, mandatory registration or British Standard Certificate of Registration.

(4) Forfull enquiriesoraspect enquiries, thedate of occurrenceis when HM Revenue & Customs first notifies in writing the intention to make enquiries.

For Employers’ Compliance and Value Added Tax disputes, thedate of occurrenceis when the relevant authority sends an assessment or written decision tothe policyholder.

Fortax intervention enquiries, thedate of occurrenceis when HM Revenue & Customs first contacts

the policyholderin relation to commencing an intervention enquiry into their business accounts.

9. Costs and expenses • Legal costs

All reasonable and necessary costs chargeable by therepresentativeon a standard basis.

Also the costs incurred by opponents in civil cases if aninsured personhas been ordered to pay them, or pays them withouragreement.

• Accountant’s costs

A reasonable amount in respect of all costs reasonably incurred by therepresentative.

• Attendance expenses

Theinsured person’ssalary or wages for the time that theinsured personis off work to attend any arbitration, court or tribunal hearing at the request of therepresentativeor while attending jury service.

Wewill pay for each half or whole day that the court, tribunal or theinsured person’semployer will not pay for.

The amountwewill pay is based on the following:

– the time theinsured personis off work including the time it takes to travel to and from the hearing. This will be calculated to the nearest half day assuming that a whole day is eight hours;

– if theinsured personworks full time, the salary or wages for each whole day equals 1/250th of the

insured person’syearly salary or wages;

– if theinsured personworks part-time, the salary or wages will be a proportion of theinsured person’sweekly salary or wages.

10. Territorial limit

• Forinsured incidents 2 Legal Defence (excluding 2(4)), and6(b) Bodily Injury

The European Union, the Isle of Man, the Channel Islands, Albania, Andorra, Bosnia Herzegovina, Croatia, Gibraltar, Iceland, Liechtenstein, Macedonia, Monaco, Montenegro, Norway, San Marino, Serbia, Switzerland and Turkey.

• For all otherinsured incidents

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INSURED INCIDENTS WE WILL COVER

1. EMPLOYMENT DISPUTES AND COMPENSATION AWARDS (a) Employment Disputes

Wewill defendthe policyholder’slegal rights:

(1) prior to the issue of legal proceedings in a court or tribunal following the dismissal of an employee; or

(2) in the resolution of unfair dismissal disputes under the ACAS Arbitration Scheme; or

(3) in legal proceedings in respect of any dispute with

(a) an employee or ex-employee or a trade union acting on behalf of an employee or ex-employee which arises out of, or relates to, a contract of employment withthe policyholder; or

(b) an employee, prospective employee or ex-employee arising from an alleged breach of their statutory rights under employment legislation.

What is not covered

(1) Any claim in respect of damages for personal injury or loss of or damage to property.

(2) Any claim arising from or relating to any transfer of business which falls within the scope of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Transfer of Employment (Pension Protection) Regulations 2005.

(b) Compensation Awards Wewill pay:

(1) any basic and compensatory award; and/or

(2) an order for compensation following a breach ofthe policyholder’sstatutory duties under employment legislation in respect of a claimwehave accepted underinsured incident 1(a).

Provided that

(a) In cases relating to performance and/or conduct,the policyholderhas throughout the employment dispute either:

(a) followed the ACAS Code of Disciplinary Practice and Procedures as prepared by the Advisory Conciliation and Arbitration Service; or

(b) followed equivalent codes of practice issued by the Labour Relations Agency in Northern Ireland; or

(c) sought and followed advice fromourlegal advice service.

(b) For an order of compensation followingthe policyholder’sbreach of statutory duty under employment legislationthe policyholderhas at all times sought and followed advice fromourlegal advice service since the date whenthe policyholdershould have known about the employment dispute.

(c) For any compensation award for redundancy or alleged redundancy or unfair selection for redundancy,the policyholderhas sought and followed advice fromourClaims Department prior to serving notice of redundancy.

(d) The compensation is awarded by a tribunal or through the ACAS Arbitration Scheme, under a judgment made after full argument and otherwise than by consent or default, or is payable under settlement approved in writing in advance byus.

(e) The total of the compensation awards payable byusshall not exceed £1,000,000 in any oneperiod of insurance.

What is not covered

(1) Any compensation award relating to the following:

• trade union activities, trade union membership or non-membership; • pregnancy or maternity rights;

• health and safety related dismissals brought under section 44 of the Employment Rights Act 1996; • statutory rights in relation to trustees of occupational pension schemes;

• statutory rights in relation to Sunday shop and betting work.

(2) Non-payment of money due under the relevant contract of employment or statutory provision relating thereto.

(3) Any award ordered becausethe policyholderhas failed to provide relevant records to employees under the National Minimum Wage Laws.

(4) Any compensation award or increase in compensation award ordered by the tribunal for failure to comply with a recommendation it has made, including non-compliance with a reinstatement or re-engagement order.

(c) Service Occupancy

Wewill negotiate forthe policyholder’slegal rights against an employee or ex- employee to recover possession of premises owned by, or for whichthe policyholderis responsible.

What is not covered

LEGAL DEFENCE AND DISCIPLINARY HEARINGS (a) Legal Defence

Atthe policyholder’srequest

(1) Wewill defend theinsured person’slegal rights:

(a) prior to the issue of legal proceedings when dealing with the • Police

• Health and Safety Executive and/or Local Authority Health and Safety Enforcement Officer where it is alleged that theinsured personhas or may have committed a criminal offence; or

(b) following an event which leads to theinsured personbeing prosecuted in a court of criminal jurisdiction; or

(c) if civil action is taken against theinsured personfor compensation under section 13 of the Data Protection Act 1998.Wewill also pay any compensation award made against theinsured person

under section 13 of the Data Protection Act 1998.

(2) Wewill defendthe policyholder’slegal rights following civil action taken againstthe policyholderfor wrongful arrest in respect of an accusation of theft alleged to have been carried out during theperiod of insurance.

(3) Wewill defend theinsured person’s(other thanthe policyholder) legal rights if:

(a) an event arising from their work as an employee leads to civil action being taken against them under legislation for unlawful discrimination on the grounds of sex, sexual orientation, race, disability, age, religious belief or political opinion; or

(b) civil action is taken against them as a trustee of a pension fund set up for the benefit ofthe policyholder’semployees.

(4) Wewill represent theinsured personin appealing against the imposition or terms of any Statutory Notice issued under legislation affectingthe policyholder’sbusiness.

(5) Wewill representthe policyholderin appealing against the refusal of the Information Commissioner to registerthe policyholder’sapplication for registration.

(6) Wewill pay theattendance expensesof aninsured personfor jury service.

Provided that

1. In so far as proceedings under the Health and Safety at Work etc Act 1974 are concerned, theterritorial limitshall be any place where the Act applies.

2. At the time of theinsured incident,the policyholderhas registered with the Information Commissioner in respect ofinsured incident (1)(c).

What is not covered

Any claim which leads to theinsured personbeing prosecuted for infringement of road traffic laws or regulations in connection with the ownership, driving or use of a motor vehicle.

(b) Disciplinary Hearings

Wewill represent theinsured person’slegal rights if an event results in a disciplinary case brought against theinsured personby the relevant Authority.

3. STATUTORY LICENCE PROTECTION

Wewill representthe policyholderin appealing to the relevant statutory or regulatory authority, court, or tribunal following an event which results in a licensing or regulatory authority suspending, or altering the terms of, or refusing to renew, or cancellingthe policyholder’slicence, mandatory registration or British Standard Certificate of Registration.

What is not covered

(1) An original application or application for renewal of a statutory licence, mandatory registration or British Standard Certificate of Registration.

(2) Any licence appeal relating to the ownership, driving or use of a motor vehicle.

4. CONTRACT DISPUTES

Wewill negotiate forthe policyholder’slegal rights in a contractual dispute arising from that agreement or that alleged agreement which has been entered into by or on behalf ofthe policyholderfor the purchase, hire, sale or provision of goods or of services.

Provided that

(1) The amount in dispute exceeds GBP250 and is less than GBP5,000.

(2) If the amount in dispute is payable in instalments, the instalments due and payable at the time of making the claim exceed GBP250.

(3) If the dispute relates to money owed tothe policyholder, a claim under this section is made within 90 days of the money becoming due and payable

25

(1) Any claim relating to the following:

• the settlement payable under an insurance policy;

• a lease, licence or tenancy of land or buildings other than a dispute with a professional adviser in connection with the drafting of a lease, licence or tenancy agreement; • a loan, mortgage, pension or any other financial product and choses in action;

• a motor vehicle owned by, or hired or leased to,the policyholderother than agreements relating to the sale of motor vehicles wherethe policyholderis engaged in the business of selling motor vehicles.

(2) A dispute with an employee or ex-employee which arises out of, or relates to, a contract of employment withthe policyholder.

(3) A dispute which arises out of the:

• sale or provision of computer hardware, software, systems or services; or

• the purchase or hire of computer hardware, software, systems or services tailored by a supplier tothe policyholder’sown specification.

(4) A dispute arising from a breach or alleged breach of professional duty by aninsured person. (5) The recovery of money and interest due from another party other than disputes where the other party

intimates that a defence exists.

5. DEBT RECOVERY

Wewill negotiate forthe policyholder’slegal rights including enforcement of judgment to recover money and interest due from the sale or provision of goods or services.

Provided that

(1) The debt exceeds GBP250.

(2) A claim for debt recovery under this section is made within 90 days of the money becoming due and payable.

(3) Wehave the right to select the method of enforcement, or to forego enforcing judgment ifweare not satisfied that there are, or will be, sufficient assets available to satisfy judgment.

What is not covered

(1) Any claim relating to the following:

• the settlement payable under an insurance policy; • a lease, licence or tenancy of land or buildings;

• a loan, mortgage, pension or any other financial product and choses in action;

• a motor vehicle owned by, or hired or leased to,the policyholderother than agreements relating to the sale of motor vehicles wherethe policyholderis engaged in the business of selling motor vehicles.

(2) A dispute which arises out of the supply, hire, sale or provision of computer hardware, software, systems or services.

(3) The recovery of money and interest due from another party where the other party intimates that a defence exists.

6. PROPERTY PROTECTION AND BODILY INJURY (a) Property Protection

Wewill negotiate forthe policyholder’slegal rights in any civil action relating to material property which is owned by, or the responsibility ofthe policyholder, following:

(1) any event which causes or could cause physical damage to such material property; or

(2) any nuisance or trespass.

What is not covered

Any claim relating to the following:

(1) a contract entered into bythe policyholder;

(2) goods in transit or goods lent or hired out;

(3) goods at premises other than those occupied bythe policyholderunless the goods are at such premises for the purpose of installations or use in work to be carried out bythe policyholder;

(4) mining subsidence;

(5) defendingthe policyholder’slegal rights other than in defending a counter-claim;

(6) a motor vehicle owned or used by, or hired or leased to aninsured personother than damage to motor vehicles wherethe policyholderis engaged in the business of selling motor vehicles.

(b) Bodily Injury

Atthe policyholder’srequest,wewill negotiate for aninsured person’sand their family members’ legal rights following an event which causes the death of, or bodily injury to them,

What is not covered

Any claim relating to the following:

(1) any illness or bodily injury which develops gradually or is not caused by a specific or sudden accident; or

(2) defending aninsured person’sor their family members’ legal rights other than in defending a counter-claim; or

7. TAX PROTECTION (a) Full or Aspect Enquiries

Wewill negotiate on behalf ofthe policyholderin respect of afull enquiryand/oraspect enquiryand represent them in any subsequent appeal proceedings.

(b) Employers’ Compliance

Wewill negotiate on behalf ofthe policyholderand represent them in any appeal proceedings in respect of a dispute concerningthe policyholder’scompliance with Pay As You Earn or Social Security Regulations following a review by HM Revenue & Customs.

(c) VAT Disputes

Wewill negotiate on behalf ofthe policyholderand represent them in any appeal proceedings following an assessment issued by HM Revenue & Customs in respect of Value Added Tax due.

(d) Tax Intervention Enquiries

Wewill negotiate on behalf ofthe policyholderand represent them in any dealings with HM Revenue & Customs in respect of atax intervention enquiry.

Provided that

(1) For allinsured incidents,the policyholderhas taken reasonable care to ensure that all returns are complete and correct and that such returns are submitted within the statutory time limits allowed.

(2) Wewill not pay more than GBP2,000 for claims in respect ofaspect enquiriesortax intervention enquiries.

What is not covered

(1) In respect ofaspect enquiriesandtax intervention enquiriesthe first GBP200 ofcosts and expenses

in each and every claim.

(2) Anyinsured incidentarising from a tax avoidance scheme.

(3) Anyinsured incidentcaused by the failure ofthe policyholderto register for Value Added Tax.

(4) Anyinsured incidentarising from any investigation or enquiries undertaken by HM Revenue & Customs Special Investigations Section or Special Civil Investigations or the Revenue & Customs Prosecution Office.

(5) Anyinsured incidentarising from any investigation or enquiry by HM Revenue & Customs into alleged dishonesty or alleged criminal offences.

27

WHAT IS NOT COVERED BY THIS

SECTION

(1) Any claim reported tousmore than 180 days after the date theinsured personshould have known about theinsured incident.

(2) Costs and expensesincurred before the written acceptance of a claim byus.

(3) Fines, penalties, compensation or damages which theinsured personis ordered to pay by a court or other authority other than compensation awards as covered underinsured incident 1(b) Compensation Awardsand2 Legal Defence.

(4) Any claim relating to patents, copyrights, trademarks, merchandise marks, registered designs, intellectual property, secrecy and confidentiality agreements.

(5) Any claim relating to rights under a franchise or agency agreement entered into bythe policyholder. (6) Anyinsured incidentdeliberately or intentionally caused by aninsured person.

(7) A dispute withusnot otherwise dealt with under Condition 7.

(8) Any claim relating to a shareholding or partnership share inthe policyholderunless such shareholding was acquired under a scheme open to all employees ofthe policyholderor a substantial number of them of a certain minimum grade other than the directors or partners ofthe policyholder.

(9) Judicial review.

(10)Any claim caused by, contributed to by or arising from:

• ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from burning nuclear fuel;

• the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear part of it;

• war, invasion, foreign enemy hostilities (whether war is declared or not), civil war, rebellion, revolution, military force or coup;

• pressure waves caused by aircraft or any other airborne devices travelling at sonic or supersonic speeds.

(11)Legal action aninsured persontakes whichweor therepresentativehave not agreed to or where the

insured persondoes anything that hindersusor therepresentative.

(12)When either at the commencement of or during the course of a claim,the policyholderis bankrupt or has filed a bankruptcy petition or winding-up petition, or has made an arrangement with its creditors, or has entered into a deed of arrangement or is in liquidation or part or all of its affairs or property are in the care or control of a receiver or administrator.

(13)Any claim directly or indirectly caused by or resulting from any device failing to recognise, interpret or process any date as its true calendar date.

(14)Apart fromus,theinsured personis the only person who may enforce all or any part of this section and the rights and interests arising from or connected with it. This means that the Contracts (Rights of Third Parties) Act 1999 does not apply to the section in relation to any third party rights or interest.

CONDITIONS WHICH APPLY TO THE

WHOLE SECTION

(1) Aninsured personmust:

(a) keep to the terms and conditions of this section;

(b) notifyusimmediately of any alteration which may materially affectourassessment of the risk;

(c) take reasonable steps to keep any amountwehave to pay as low as possible;

(d) try to prevent anything happening that may cause a claim;

(e) send everythingweask for, in writing;

(f) giveusfull details of any claim as soon as possible and giveusany informationweneed.

(2)

(a) Wecan take over and conduct in the name of theinsured person, any claim or legal proceedings at any time.

Wecan negotiate any claim on behalf of aninsured person.

(b) Wewill choose therepresentativeto represent aninsured personin any proceedings whereweare liable to pay a compensation award. In any other case aninsured personis free to choose a

representative(by sendingusa suitably qualified person’s name and address) if:

i. weagree to start legal proceedings and it becomes necessary for a lawyer to represent the interests of aninsured personin those proceedings; or

ii. there is a conflict of interest

(c) Before aninsured personchooses a lawyer or an accountant,wecan appoint arepresentative.

(d) Anyrepresentativewill be appointed byusand represent aninsured personaccording toour

standard terms of appointment (which may include a ‘no win, no fee’ agreement). The

representativemust co-operate fully withusat all times.

(e) Wewill have direct contact with therepresentative.

(f) Aninsured personmust co-operate fully withusand with therepresentativeand must keepus

up-to-date with the progress of the claim.

(g) Aninsured personmust give therepresentativeany instructions thatwerequire.

(3)

(a) Aninsured personmust tellusif anyone offers to settle a claim and must not agree to any settlement withoutourwritten consent.

(b) If aninsured persondoes not accept a reasonable offer to settle a claim,wemay refuse to pay furthercosts and expenses.

(c) Wemay decide to pay theinsured personthe amount of damages that theinsured personis claiming or is being claimed against them instead of starting or continuing legal proceedings.

(4)

(a) Ifweask, aninsured personmust tell therepresentativeto havecosts and expensestaxed, assessed or audited.

(b) Aninsured personmust take every step to recovercosts and expensesthatwehave to pay and must payusanycosts and expensesthat are recovered.

(5) If arepresentativerefuses to continue acting for aninsured personwith good reason, or if aninsured persondismisses arepresentativewithout good reason, the coverweprovide will end at once, unless

weagree to appoint anotherrepresentative.

(6) If aninsured personsettles a claim or withdraws their claim withoutouragreement, or does not give suitable instructions to arepresentative, the coverweprovide will end at once andwewill be entitled to re-claim anycosts and expensespaid byus.

(7) If there is a disagreement about the waywehandle a claim that is not resolved throughourinternal complaints procedure,weand theinsured personcan choose a suitably qualified person to arbitrate.We

and theinsured personmust both agree to the choice of this person in writing. Failing thiswewill ask the president of a national association relevant to the arbitration to choose a suitably qualified person. All costs of resolving the matter must be paid by the party whose argument is rejected. If the decision is not clearly made against either party, the arbitrator will decide how the costs are shared.

(8) Wemay atourdiscretion requirethe policyholderto obtain an opinion from counsel atthe

policyholder’sexpense as to the merits of a claim or proceedings. If counsel’s opinion indicates that there are reasonable grounds for the pursuit or defence of a claim or proceedings, the cost of obtaining the opinion will be paid

byus.

(9) Wewill not pay any claim covered under any other policy, or any claim that would have been covered by any other policy if this section did not exist.