Insurance Brokers
Professional Indemnity
Policy Wording
APC Insurance Brokers PI Wording – 1113 2
1. INSURING CLAUSES ... 5
2. EXCLUSIONS ... 6
3. CONDITIONS ... 9
4. SPECIAL CONDITIONS ... 10
5. DEFINITIONS ... 11
APC Insurance Brokers PI Wording – 1113 3 In return for payment of the premium shown in the schedule, The Company agrees to insure the Insured, subject to the terms and conditions contained in or endorsed on the document, against loss or damage the Insured sustains or legal liability the Insured incurs for accidents happening during the period shown in the schedule for which the Insured has paid, or agreed to pay, the premium.
When drawing up this document, the Company has relied on the information and statements which the Insured has provided in the proposal form (or declaration) on the date shown in the schedule or in any subsequent schedule issued to the Insured.
The insurance relates ONLY to those sections of the document which are shown in the schedule as being included. The contract does not give, or intend to give rights to anyone else. No-one else has the right to enforce any part of this contract. The Company may cancel or change any part of the contract without getting anyone else’s permission.
The written authority (which number is shown in the schedule) allows Anglo Pacific Consultants (London) Ltd to sign and issue this document on The Company’s behalf.
Underwritten by:-
Liberty Mutual Insurance Europe Limited POLICYHOLDER COMPLAINTS
The Company aims to give its policyholders a high level of service at all times. If at any time the Insured has any concerns regarding its contract of insurance, the Insured should in the first instance refer to its insurance broker/intermediary or advisor, if any.
IF AT ANY TIME THE INSURED HAS A COMPLAINT REGARIDNG ITS CONTRACT OF INSURANCE, PLEASE WRITE TO: The Chief Operating Officer at Anglo Pacific Consultants (London) Ltd
80 Leadenhall Street London
EC3A 3DH
Alternatively the Insured can contact them by telephone on 020 7256 3100.
It may be that Anglo Pacific Consultants (London) Ltd can resolve the Insured’s complaint over the phone. However the Insured’s complaint may require further investigation. If so, they will send the Insured a written acknowledgment within 5 working days stating:
How the Insured’s complaint will be handled
Who will handle the Insured’s complaint
What the Insured needs to do, if anything.
The Insured’s complaint will be investigated by one of its trained staff.
The Insured will be sent a detailed response within 4 weeks of receiving the Insured’s complaint. If Anglo Pacific Consultants (London) Ltd cannot respond in this time they will write to the Insured to explain and let the Insured know when the Insured should expect to receive a response.
If the Insured has any concerns in the meantime, the Insured can contact the person identified on the acknowledgment letter. Their response will either:
Accept the Insured’s complaint and offer some form of redress if necessary
Reject the complaint giving full reasons for doing so.
IF ANGLO PACIFIC CONSULTANTS (LONDON) LTD CANNOT RESOLVE THE INSUREDS COMPLAINT, OR THE INSURED REMAINS DISSATISFIED THEY CAN REFER THEIR COMPLAINT TO US IN WRITING DIRECTLY. OUR ADDRESS IS DETAILED AS FOLLOWS, PLEASE QUOTE POLICY DETAILS ON ANY CORRESPONDENCE.
Liberty Mutual Insurance Europe Limited 3rd Floor, Two Minster Court
Mincing Lane London EC3R 7YE
Telephone 020 7860 6600 Fax 020 7860 6290
APC Insurance Brokers PI Wording – 1113 4 NOT SATISFIED WITH OUR RESPONSE?
Liberty Mutual Insurance Europe Limited is a member of the Financial Ombudsman Service (FOS) and, in certain circumstances; the Insured may be eligible to refer their complaint to them. Further details will be provided at the appropriate stage of the complaints process. This complaint procedure is without prejudice to the Insured’s right to take legal proceedings.
Please Note: The Ombudsman requires the Insured to follow Anglo Pacific Consultants (London) Ltd internal complaints procedure before the Insured refer their concerns to them, however the Insured has the right to go directly to the Ombudsman if their complaint has not been resolved within eight weeks.
E.U. Disclosure Clause (UK): The Parties are free to choose the law applicable to this Insurance Contract. Unless specifically agreed to the contrary this insurance shall be subject to English Law.
Data Protection Act 1998: It is understood by the Insured that any information provided to The Company by the Insured will be processed by the Company, in compliance with the provisions of the Data Protection Act 1998, for the purpose of providing insurance and handling Claims, if any, which may necessitate providing such information to third parties.
Effected Through: Anglo Pacific Consultants (London) Ltd, 80 Leadenhall Street, London, EC3A 3DH. FREE LEGAL ADVICE HELPLINE: 0117 366 2349
As one of APCs Insured’s you have access to a free legal advice helpline to help with any day-to-day queries you may have regarding any potential claims. You can access this number during normal business hours
APC Insurance Brokers PI Wording – 1113 5 INSURANCE BROKERS PROFESSIONAL INDEMNITY
INSURANCE POLICY
(This is a claims made insurance policy – please read carefully)
Whereas the Insured has made to the Company a written proposal bearing the date stated in the schedule containing particulars and statements made to the best of the Insured’s knowledge and belief after enquiry which, together with any other information which may have been supplied, shall form the basis of this policy and are to be considered with the schedule as incorporated herein.
In consideration of the payment to the Company of the premium specified in the schedule, the Company agrees to indemnify the Insured to the extent and in the manner herein provided.
1. INSURING CLAUSES
1.1 Civil Liability
The Company hereby agrees to indemnify the Insured against all loss (including liability for the Claimant’s costs) directly arising from any Claim for compensation first made against the Insured and notified to the Company during the Period of Insurance in respect of civil liability, arising in the course of the Insured’s Business, for breach of any duty owed at common law.
1.2 Loss of or Damage to Documents
The Company hereby agrees to indemnify the Insured in respect of costs and expenses which are reasonably incurred by the Insured with the Company’s prior written consent in replacing or restoring Documents which are either the property of or entrusted to, lodged or deposited with the Insured in the course of the Insured’s Business which have first been discovered by the Insured and notified to the Company during the Period of Insurance as having been destroyed, damaged, lost or mislaid and which after a diligent search cannot be found.
Provided always that the Company shall not be liable for Claims arising out of wear and tear, gradual degradation, moth or vermin.
1.3 Libel and Slander
The Company hereby agrees to indemnify the Insured against all loss directly arising from any Claim first made against the Insured and notified to the Company during the Period of Insurance in respect of libel or slander committed in good faith by reason of words, written or spoken by the Insured in course of the Insured’s Business.
1.4 Costs and Expenses
The Company hereby agrees to indemnify the Insured in addition to the Limit of Indemnity in respect of costs and expenses which are incurred by the Insured with the Company’s prior written consent (such consent not to be unreasonably withheld or delayed) in the defence, investigation, or settlement of any Claim made against the Insured and notified to the
Company during the Period of Insurance and in respect of which the Company is obliged to provide indemnity hereunder. Provided that if a payment in excess of the available indemnity (that is, the amount remaining after the deduction from the Limit of Indemnity of all amounts paid by the Company in respect of any other Claims hereunder) has to be made to satisfy or dispose of any Claim:
a) the Company’s liability for costs and expenses in respect of that Claim shall be limited to the proportion that the available indemnity bears to the amount required to satisfy or dispose of that Claim.
b) each Insured shall be jointly and severally liable to reimburse to the Company any costs and expenses advanced or expended by the Company in excess of its liability as determined by this proviso.
The Deductible will not apply to costs and expenses. 1.5 Dishonesty of Employees
The Company hereby agrees to indemnify the Insured against all loss (including liability for the Claimant’s costs) directly arising from any Claim arising from any alleged dishonest or fraudulent act or dishonest or fraudulent omission on the part of any Employee or Appointed Representative in the course of the Insured’s Business first made against the Insured and notified to the Company during the Period of Insurance.
Provided that:
a) no person committing or condoning such dishonest or fraudulent act or omission shall be entitled to indemnity;
b) no indemnity shall be provided for loss directly arising from Claims in respect of dishonest or fraudulent acts committed by any person after discovery by the Insured or reasonable cause for suspicion of fraud or dishonesty on the part of that person;
c) no indemnity shall be provided for loss directly arising from Claims in respect of dishonest or fraudulent acts committed by any present or former partner, director or sole principal of the Insured;
d) any amount payable under this Insuring Clause is subject to the Limit of Indemnity specified in the policy and schedule;
e) the Insured takes all reasonable steps to effect recovery from any person committing or condoning any dishonest or fraudulent act or omission or from the estate and/or legal representatives of such person; f) the following shall be deducted from any amount
payable by the Company:
i) any monies but for such dishonest or fraudulent act or omission would be due from the Insured to the person committing or condoning such act or omission;
APC Insurance Brokers PI Wording – 1113 6 ii) any monies held by the Insured and belonging to
such person;
iii) any monies recovered following action described in e) above;
g) the liability of the Company shall not exceed the Limit of Indemnity.
The Deductible will not apply to costs and expenses. 1.6 Legal Representation Costs
The Company hereby agrees to pay on behalf of Insured any costs and expenses:
a) which are incurred by the Insured during the Period of Insurance with the prior written consent of the Company (which will not be unreasonably withheld) for representation at properly constituted hearings, tribunals or proceedings arising out of any Claim first made during the Period of Insurance in respect of the conduct of the Insured’s Business which may be or may become the subject of indemnity under this policy; and
b) which are not indemnified as costs and expenses pursuant to Insuring Clause 1.4 above.
The maximum amount payable by the Company under this Insuring Clause shall not exceed £100,000 in the aggregate during the Period of Insurance.
1.7 Financial Ombudsman Service Award
The Company hereby agrees to indemnify the Insured in respect of any binding awards or compensation imposed upon the Insured by the Financial Ombudsman Service not exceeding:
a) £100,000 in respect of those cases first referred to the Financial Ombudsman Service prior to 1st January 2012; or
b) £150,000 in respect of those cases first referred to the Financial Ombudsman Service on or after 1st January 2012.
any one Claimant plus defence costs incurred with the Company’s prior written consent, providing such award arises from a Claim or circumstance which may give rise to a loss or Claim which is notified to the Company during the Period of Insurance, also providing that the Claim or circumstance giving rise to such award or compensation would otherwise be the subject of indemnity under this policy. Further, the Company will indemnify the Insured for defence costs arising from Claimants appealing of such awards or compensation if in the opinion of the Company, there is a reasonable prospect of the Insured’s success.
1.8 Data Protection Act
The Company hereby agrees to indemnify the Insured in respect of any Claim or Claims first made against the Insured during the Period of Insurance by reason of Section 13 of the Data Protection Act 1998 and any amendments thereto. Provided
always that indemnity shall only apply when the Insured has been accepted and registered by the Data Protection Registrar. 1.9 Investigation Costs
The Company hereby agrees to indemnify the Insured in respect of costs and expenses which are reasonably incurred by the Insured with the Company’s prior written consent for the representation of the Insured of any investigation by the Prudential Regulation Authority or Financial Conduct Authority but only where the Company believes that such investigation could avoid or mitigate loss in connection with any Claim or circumstance provided that any breach or alleged breach of any rules or regulations giving rise to the investigation shall have been committed by the Insured in the course of the Insured’s Business.
The Company shall not be liable to pay costs or expenses incurred subsequent to an omission of or finding of fault on the part of the Insured.
The maximum amount payable by the Company under this Insuring Clause shall not exceed £250,000 in the aggregate during the Period of Insurance.
2. EXCLUSIONS
Notwithstanding anything herein to the contrary the Company shall not afford any indemnity in respect of any Claim or for any loss, costs or expenses:
2.1 Appointed Representatives
against any Appointed Representative unless the Appointed Representative was acting on behalf of the Insured, in the course of the Insured’s Business, and that the Insured had accepted responsibility in writing in the Insured’s contract with the Appointed Representative for the relevant act or omission. 2.2 Assumed Obligations
directly or indirectly arising out of, or in any way involving, any liability, duty or obligation incurred or assumed by the Insured which is not incurred or assumed in the normal conduct of businesses similar to the Insured’s Business.
2.3 Contractual Liabilities
arising from any warranty, indemnity, guarantee, or undertaking given by any Insured in the course of the Insured’s Business save where such liability would have attached to that Insured in the absence of such a warranty, indemnity, guarantee or undertaking.
2.4 Controlling Interest
arising from advice given or services performed for:-
a) any company, firm, organisation, or group in which the Insured or any present or former partner, director or sole principal of the Insured exercises or has exercised a controlling financial or executive interest;
APC Insurance Brokers PI Wording – 1113 7 b) any parent or subsidiary company of the Insured or
company having the same parent company as the Insured.
2.5 Damage to Property
for physical loss or damage to property save as provided for in Insuring Clause 1.2.
2.6 Data Corruption
arising directly or indirectly from the transmitting or receiving of any virus, program or code that causes corruption, erasure, theft, alternation, loss or lack of access or interference with any electronic data, or prevents or impairs any computer system from performing or functioning accurately or properly.
2.7 Death or Injury
for the death of, disease, bodily injury, psychological injury, emotional distress or anguish, shock or sickness to any person. 2.8 Directors’ and Officers’ Liability
arising directly or indirectly from advice given or services performed by the Insured in the capacity of director or officer of any corporate entity or unincorporated association.
2.9 Employment Practices Liability
a) arising directly or indirectly out of death, disease, bodily injury, psychological injury, emotional distress or anguish, shock or sickness sustained by any person who is or has been under a contract of service with the Insured or any person who has made an application for employment under a contract of service with the Insured; or
b) for the wrongful or unfair dismissal, termination, repudiation or breach of contract of employment, discrimination or harassment sustained by any person who is or has been under a contract of service with the Insured or any person who has made an application for employment under a contract of service with the Insured.
2.10 Failure to Account for Monies
arising from the failure to account for monies by an Insured in the event of the insolvency, receivership, bankruptcy or liquidation of that Insured.
2.11 Financial Services
arising out of any Claim for the lack of appreciation or for depreciation in value of any investments, including but not limited to securities, commodities, currencies, options, and futures as a result of fluctuations of any financial, stock, currency, options or futures market which are outside the influence or control of the Insured.
Provided always that this exclusion shall not apply to the negligent failure of the Insured to provide correct advice to a client in relation to any financial product or investment or the
negligent failure of the Insured to carry out a specific instruction on behalf of a client.
2.12 Fines and Penalties
for taxes, fines, penalties, punitive, exemplary, aggravated or multiplied damages, or any Claim deemed uninsurable by law provided that this exclusion shall not apply to damages for libel or slander, but only to the extent that the same are insurable at law.
2.13 Geographical and Jurisdiction Limits arising out of:
a) work in connection with any contract performed outside the Geographical Limits; or
b) any judgement award payment or settlement made within countries which operate under the laws of the United States of America or Canada; or
c) any order made anywhere in the world to enforce any judgment, award or settlement either in whole or in part, made in the courts of or under the laws of the United States of America or Canada.
2.14 Insolvency
arising directly or indirectly from the insolvency, receivership, bankruptcy, liquidation or financial inability to pay, of the Insured or any insurance company, reinsurance company, underwriter, syndicate, agent, broker or intermediary, benefit plan, self insurance plan, insurance pool or risk retention group, financial institution or other risk bearing entity with whom, or through whom, coverage has been placed or obtained.
2.15 Insured and Associates brought and/or sustained by:
a) any Insured or any subsidiary of the Insured; or b) any company, partnership or entity in which the
Insured or any director or partner of the Insured has a financial or executive interest;
provided that this exclusion shall not apply to such Claims originating from an independent third party.
2.16 Known Circumstances
directly or indirectly arising out of, or in any way involving, a fact or circumstance of which written notice has been given under any previous policy (whether insured by the Company or not). 2.17 Liability arising out of Ownership of Property arising directly or indirectly from the ownership, possession or use by the Insured of land, buildings, aircraft, watercraft, vessels or mechanically propelled vehicles.
APC Insurance Brokers PI Wording – 1113 8 2.18 Money Laundering
directly or indirectly arising out of, in consequence of, or in any way involving Money Laundering.
2.19 Nuclear Risks
of whatsoever nature caused directly or indirectly by, or contributed to by, or arising from:
a) any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof;
b) ionising radiations or contamination by radioactivity from any or from any nuclear waste from the combustion of nuclear fuel.
2.20 Other Insurance
in respect of which an Insured is or, but for the existence of the policy would be, entitled to indemnity under any other policy of insurance except in respect of any excess beyond the amount which would have been payable under such other policy of insurance had this policy not been effected.
2.21 Partnership Disputes
arising under or in connection with any partnership agreement or arrangement to which any Insured may be party.
2.22 Pollution
arising out of or related directly or indirectly to or in consequence of seepage, pollution or contamination of any kind including, but not limited to:
a) ingestion, inhalation, absorption, release, escape, discharge, dispersal, seepage or contact with or exposure to Pollutants;
b) subsequent spread, migration or movement of Pollutants following (a) above;
c) the costs of cleaning up, containing, treating, detoxifying, neutralising, removing, monitoring of or testing for Pollutants and their effects whether or not the above is performed by the Insured or third parties. For clarification, this exclusion does not apply in respect of any Claim or for any loss, costs or expenses arising directly or indirectly out of the negligent failure to place insurances for the above named event.
2.23 Preferred Market Agreements
incurred by the Insured in connection with any Claim made against any Insured, arising out of or based upon allegations that any Insured intentionally or negligently permitted or aided or abetted or was a participant in or was connected with the illegal or improper use of any agreements or arrangements between insurance broker and an insurance carrier involving the improper payment of increased fees, commissions or other compensation
arising from either the volume of premium ceded to the insurance carrier or growth in the volume ceded to the insurance carrier.
2.24 Products
arising directly or indirectly from goods or products sold, supplied, repaired, altered, manufactured, constructed, installed or maintained by the Insured.
2.25 Retroactive Date
arising out of any act, error or omission alleged to have been committed prior to the retroactive date (if any) specified in the schedule.
2.26 Rights of Third Parties
any person who is not a party to this policy has no rights under the Contracts (Rights of Third Parties) Act 1999 or any amendment or re-enactment thereof to enforce any term of this policy.
2.27 Suitability of Insurers
arising out of any breach of the Insured’s duty to advise on the suitability of any insurance company or insurer with whom insurance or reinsurance is placed.
2.28 Terrorism
of whatsoever nature caused directly or indirectly by, or resulting from, any act of terrorism. For the purpose of this exclusion an act of terrorism includes without limitation, the use of force, violence and/or threat thereof, by any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s) committed for political, religious, ideological, or similar purposes including the intention to influence any government and/or to put the public, or any section of the public, in fear.
This exclusion also extends to loss, damage, costs or expense of whatsoever nature arising from a Claim made against an Insured directly or indirectly caused by or resulting from any action taken in controlling, preventing or suppressing any such act of terrorism.
For clarification, this exclusion does not apply in respect of any Claim or for any loss, costs or expenses arising directly or indirectly out of the negligent failure to place insurances for the above named event.
2.29 Trading Debts
for any trading or personal debt of any Insured, or breach of any Insured of any contract or arrangement for the supply to or use by the Insured of goods and services.
2.30 Underwriting
Arising from the Insured acting as underwriters, underwriting agents, managing general agents, underwriting managers of insurance companies (other than captive insurance companies), underwriters of any syndicate or pool of underwriters or insurance companies or where the Insured is an insurance
APC Insurance Brokers PI Wording – 1113 9 company. This exclusion shall also apply to any Claim or loss
which arises from the management and investment of premium funds or claims handling or claims settlement in respect of activities subject to this clause.
This exclusion shall not apply to the operation of binding authorities by the Insured where such binding authorities includes the provision of pre-agreed rates, terms and conditions to be applied to insurance bound thereunder.
2.31 War
of whatsoever nature caused directly or indirectly by, or contributed to by, or arising from:
a) war, invasions, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, riot, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power, confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority;
b) any action taken in controlling, preventing or suppressing a) above.
3. CONDITIONS
The Company shall be under no liability in respect of any Claim or circumstances in respect of which there has been a breach of any condition designated below as a Condition Precedent. 3.1 Limit of Company’s Liability
The Company’s liability for Any One Claim covered by this policy (other than its liability for costs and expenses pursuant to Insuring Clause 1.4) shall not exceed the Limit of Indemnity. 3.2 The Deductible
The Company’s liability in respect of Any One Claim shall only be in excess of the Deductible.
3.3 Claim Reporting
The Insured shall give to the Claims Department of the Company notice in writing as soon as reasonably practicable during the Period of Insurance of:
a) any Claim made against any Insured;
b) the receipt of any notice from any party of an intention to make a Claim against any Insured;
c) the discovery of reasonable cause for suspicion of dishonesty or fraud on the part of any present or former partner, director, sole principal, employee or any other Insured whether or not giving rise to a Claim or to circumstances which are likely to give rise to a Claim;
d) the discovery that Documents have been destroyed, damaged, lost or mislaid and which after a diligent search cannot be found and for which cover for the costs and expenses of replacing or restoring is afforded pursuant to Insuring Clause 1.2.
3.4 Circumstances which may give rise to a Claim The Insured shall give to the Claims Department of the Company notice in writing as soon as reasonably practicable during the Period of Insurance of any circumstances of which any Insured becomes aware which may give rise to a loss or Claim against any Insured irrespective of the Insured’s views as to the validity of such Claim. Any Claim subsequently made arising from such circumstances shall be deemed to have been first made in the Period of Insurance in which such notice is given.
3.5 Notice
Notice under Conditions 3.3 and 3.4 shall be deemed to have been properly given when received in writing by:-
Anglo Pacific Consultants (London) Ltd 80 Leadenhall Street
London EC3A 3DH
Tel: 0207 256 3102 Fax: 0207 256 3109
Email: claims@apcunderwriting.com 3.6 Conduct of Claims
The Insured shall not admit liability, make any offer, promise or payment, enter into any compromise, settle or incur any costs or expenses in relation to any Claim or Claims or any circumstance(s) which may give rise to a Claim or Claims notified under Condition 3.4 without the written consent of the Company (such consent not to be unreasonably withheld or delayed).
In the event of notification of a Claim or circumstances which may give rise to a Claim notified under Condition 3.4, the Insured will render all reasonable assistance to the Company in its investigation and/or defence of the Claim or circumstances. The Company shall be entitled at any time to take over and conduct in the name of the Insured the defence, investigation or settlement of any such Claim and to conduct an investigation into circumstances notified under Condition 3.4 above which may give rise to a Claim and to receive at all times the full co- operation of the Insured for this purpose. Nevertheless neither the Insured nor the Company shall be required to contest or continue to contest any legal proceedings or arbitration unless a Queens Counsel (to be mutually agreed upon by the Insured and the Company) shall advise that, taking due account of the interests of both the Company and the Insured, such proceedings should be contested.
3.7 Discovery of Dishonesty or Fraud
Upon the discovery of any dishonest or fraudulent act or omission on the part of any Employee, the Insured shall:
APC Insurance Brokers PI Wording – 1113 10 a) immediately take all reasonable steps to prevent any
loss or Claim;
b) if the Company so request, take all reasonable steps at the Company’s expense to effect a recovery from the Insured committing or condoning or otherwise concerned in such fraud or dishonesty or the estates and/or legal representatives of that Insured;
c) account to the Company for:
i) any monies, asset or entitlement held by the Insured and belonging to any other Insured committing, condoning or otherwise concerned in the fraud or dishonesty provided that the Insured is legally entitled to withhold the monies, asset or entitlement from that Insured;
ii) any monies recovered following any action carried out pursuant to sub-clause b) above. The rights of the Company under this clause are in addition to its rights of subrogation against any Insured or other person committing, condoning or otherwise concerned in any such dishonest or fraudulent act or omission.
3.8 False or Fraudulent Claims
If any Insured shall notify any Claim knowing the same to be false or fraudulent as regards the amount or otherwise, this policy shall become void and all Claims and payments hereunder shall be forfeited.
3.9 Governing Law and Jurisdiction
This policy is governed by and shall be construed in accordance with the laws of England of Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of England of Wales.
3.10 Subrogation
a) If any payment is made under this policy (whether as a partial or total indemnity in respect of a Claim) the Company will be subrogated to all rights of each Insured against any person or party from whom a recovery of the whole or any part thereof may be made;
b) No Insured shall surrender, compromise or do anything to prejudice any such right or Claim whether before or after payment by the Company under this policy without the consent in writing of the Company; c) Any such recovery shall be applied in reimbursement
in the following order:
i) to the costs of securing the recovery; ii) to the payment made by the Company;
iii) any Deductible or other uninsured payment made by any Insured;
d) The Company hereby agrees that it will waive any right of recovery against any Insured to which it may
be subrogated except for any right in respect of any payment made by the Company as a direct or indirect result of a dishonest or fraudulent act or omission against any Insured committing, condoning or otherwise concerned in the fraud or dishonesty. 3.11 Arbitration
Any dispute or difference hereunder shall be determined by a single arbitrator having no less than ten years relevant insurance industry experience as a lawyer or otherwise to be appointed by agreement between the parties or in default of agreement by the President for the time being of the Chartered Institute of Arbitrators upon the application of any party.
4. SPECIAL CONDITIONS
4.1 Innocent Breach of Duty
In the event of non-disclosure, misrepresentation of facts or untrue statements in the proposal form or in any other information which the Insured and/or its agent(s) may have supplied to the Company, the Company will not exercise its right to avoid this policy or be discharged from any liability hereunder provided that:
a) the Insured shall establish to the Company’s satisfaction that any such non-disclosure, misrepresentation of facts or untrue statement was innocent and free of any fraudulent conduct or intent to deceive;
b) the Company shall be entitled to adjust the premium and terms to those which would have applied had such circumstances been disclosed;
c) in the case of a Claim first made against the Insured during the Period of Insurance where the Insured had previous knowledge of the circumstance(s) relating to such Claim and the Insured should have notified the same under a preceding policy (whether with other insurers or not), then, where the indemnity or cover under this policy is greater or wider in scope than that to which the Insured would have been entitled under such preceding policy, the Company shall only be liable to afford indemnity to such amount and extent as would have been applicable during such preceding policy.
4.2 Breach of Condition
Where the Insured has breached or failed to comply with any provision in Conditions 3.3 and/or 3.6 of this policy, the Company shall not (subject to proviso c) in Special Condition 4.1) avoid any Claim under this policy, but where such breach or non-compliance has resulted in prejudice to the handling or settlement of any Claim, the Company shall be entitled to reduce the indemnity afforded by this policy in respect of such Claim (including costs and expenses pursuant to Insuring Clause 1.4) to such sum as in the Company’s reasonable opinion would have been payable by them in the absence of such prejudice. Special Condition 4.2 shall not apply to Insuring Clause 1.7.
APC Insurance Brokers PI Wording – 1113 11 4.3 Attribution
Notwithstanding the terms of Definition 5.12 the knowledge of each Insured shall be attributed to each other Insured for the purposes only of the Insured’s duties of disclosure and all and any representations or statements made by or on behalf of any Insured in the negotiation and agreement of this policy.
4.4 Alteration
The Insured shall give the Company immediate written notice of any material change in the identity of the Insured or the nature of scope of the Insured’s Business and the Company shall not afford any indemnity in respect of any Claim or for any loss, costs or expenses:
a) unless and until the Company has agreed in writing to accept the altered risk; and
b) the Insured has paid or agreed to pay any additional premium charged and/or accept any revised terms and conditions.
For the avoidance of doubt, if the Company does not agree to amend the policy in respect of the altered risk, this policy will continue to provide cover until the expiry of the Period of Insurance but only in respect of Negligent Acts committed prior to the effective date of the change.
4.5 Change in Control
Where the Insured undergoes a Change in Control during the Period of Insurance, the Insured will notify the Company within 14 days of the Change in Control. This policy will continue to provide cover until the expiry of the Period of Insurance but only in respect of Negligent Acts committed prior to the effective date of the Change in Control.
4.6 The Company’s Rights
In the event of the Company being entitled to avoid this policy ab initio, the Company may at is election instead give notice in writing to the Insured that they regard this policy as of full force and effect save that there shall be excluded from any insurance afforded hereunder any Claim or loss which has arisen or which may arise and which is related to the circumstances which entitle the Company to avoid this policy. This policy shall then continue in full force and effect but shall be deemed to exclude the particular Claim or loss referred to in the said notice (as if the same had been specifically endorsed ab initio).
4.7 Cancellation
Either the Company or the Insured may cancel this policy by giving thirty days written notice to the other party. Upon such cancellation the Company shall be entitled to retain or be paid such proportion of the Premium as the period for which it was on risk bears to the Period of Insurance, but the full policy premium shall be payable to the Company in the event of notification of a Claim, loss or circumstance which may give rise to a Claim prior to the date of cancellation.
5. DEFINITIONS
In this policy unless the context otherwise requires the following terms have the meanings set out below:
5.1 Any One Claim
Any One Claim means all Claims against one or more Insured arising from:
a) one act, error or omission;
b) one series of related acts, errors or omissions; c) the same act, error or omission in a series of related
matters or transactions;
d) similar acts, errors or omissions in a series of related matters or transactions; and
e) all Claims against one or more Insured arising from one matter or transaction;
shall be regarded as One Claim. 5.2 Appointed Representative
Any person or firm who is permitted or required to carry on regulated activities of a prescribed description under a contract with the Insured, for whose activities in carrying on the whole or part of that business the Insured has accepted responsibility, and who has been accepted noted and agreed by the Company. 5.3 Change in Control
The happening of any of the following:
a) the Insured consolidates or merges into, or sells all or substantially all of its assets to any person, entity or group of persons or entities acting in concert;
b) the Insured becomes a subsidiary of another entity or becomes controlled by another unconnected entity; c) the appointment of a liquidator, receiver or
administrator (or equivalent) over the Insured; d) the withdrawal of the Insured’s authorisation to carry
out the Insured’s Business by its regulator. 5.4 Claim
A demand for civil compensation or damages from, or the assertion of a right against, any Insured which arises out of the Insured’s Business.
5.5 Claimant
Any person or entity who has made, or may make, a Claim. 5.6 The Company
Liberty Mutual Insurance Europe Limited 3rd Floor, Two Minster Court
Mincing Lane
APC Insurance Brokers PI Wording – 1113 12 London
EC3R 7YE
Telephone: 020 7860 6600
Fax: 020 7860 6290
5.7 Deductible
The amount that the Insured is first required to pay towards Any One Claim as shown in the schedule.
5.8 Documents
All documents including computer systems records (providing the Insured maintains duplicates of such records), but excluding bearer bonds, coupons, bank notes, currency notes and negotiable instruments.
5.9 Financial Services
Shall include but shall not be limited to any of the following: a) pension transfer, opt-out, non-joiner or rebate-only
transaction carried out or advised upon during the period from 29th April 1988 until 30th June 1994; b) FSAVC transactions carried out or advised upon
during the period from 29th April 1988 until 30th June 1994;
c) Mortgage endowment transactions where the Insured is at the inception of this policy aware of any circumstance(s) relating thereto which a reasonable person would believe could give rise to a Claim; d) Mortgage endowment transactions where liability has
occurred or is alleged to have occurred at the inception of this policy as a result of the Insured’s failure to comply with any rules, guidance or similar standards contained in the FSA Fact Sheet which were current at the time of entry into the transaction; e) Income drawdown transactions where the Insured is at
the inception of this policy aware of any circumstance(s) relating thereto which a reasonable person would believe could give rise to a Claim; f) Investment in any split capital investment trust or unit
trust investing in split capital investments trusts carried out or advised upon by the Insured;
g) Precipice bond transactions;
h) Advice in connection with or the arrangement of any transaction to contract out of or into SERPS or S2P. 5.10 Employee
Any person under a contract of service with the Insured employed in the conduct of the Insured’s Business.
5.11 Geographical Limits
Worldwide excluding United States of America and Canada, unless stated otherwise in the schedule.
5.12 Insured
The following, each of whom shall be severally insured hereunder:
a) the company, partnership, sole principal or unincorporated association named in the schedule and contracting with the Company for this policy;
b) any director or former director; each partner at the commencement of and from time to time during the Period of Insurance and any former partner; sole principal and any former sole principal, members and officers;
c) any person who is or has been under a contract of service with the Insured;
d) the estates and/or legal representatives of any person constituted an Insured under subparagraphs a) b) c) above in the event of that person’s death, incapacity, insolvency or bankruptcy.
5.13 Insured’s Business
The professional services provided by the Insured as more particularly described in the proposal form.
5.14 Limit of Indemnity
The sum specified as the limit of indemnity in the schedule. 5.15 Negligent Act
Negligent act(s), negligent error(s) or negligent omission(s). 5.16 Period of Insurance
The period of insurance specified in the schedule. 5.17 Pollutants
Any solid, liquid, gaseous or thermal irritants, smoke, vapour, soot, fumes, acids, alkalis, chemicals waste or other substances or contaminants or bacteria or moulds or other fungi including but, not limited to, mildew, mycotoxins, spores or any other substance or product, produce or released by moulds or fungi which actually or are alleged to adversely affect land, water, atmosphere, property, buildings, other structures or people or animals, plants and all other living organisms or the general environment.
Authorised by a Company Official
Sean Patrick Rocks Chief Executive Officer
Liberty Mutual Insurance Europe Limited
