SECTION 1 BUSINESS INJURY 1 SECTION 2 PUBLIC AND PRODUCTS LIABILITY 5 SECTION 3 PRODUCT RECALL EXPENSE 7

IT Liability Policy

CONTENTS

SECTION 1 – BUSINESS INJURY

1

SECTION 2 – PUBLIC AND PRODUCTS LIABILITY

5

SECTION 3 – PRODUCT RECALL EXPENSE

7

SECTION 4 – ADVANCEMENT OF COSTS, DUTY TO DEFEND

AND COSTS IN ADDITION

7

SECTION 5 – LIMITS OF LIABILITY

8

SECTION 6 – GENERAL EXCLUSIONS

8

SECTION 7 – GENERAL CONDITIONS

12

SECTION 8 – CLAIMS CONDITIONS

13

SECTION 9 - DEFINITIONS

15

Head Office

Level 21

45 Clarence Street Sydney NSW 2000 Phone: (02) 8235 1000 Fax: (02) 8235 1095

Adelaide

Concorde Suite, Level 2 70 Hindmarsh Square Adelaide SA 5000 Phone: (08) 8232 5860

Brisbane

Level 17 12 Creek Street Brisbane QLD 4000 Phone: (07) 3237 2000 Fax: (07) 3221 7268

Melbourne

Level 18 357 Collins Street Melbourne VIC 3000 Phone: (03) 9246 0500 Fax: (03) 9246 0595

Perth

Level 27

44 St Georges Terrace Perth WA 6000 Phone: (08) 6316 4616 Fax: (08) 6316 4511

AXIS Specialty Australia (AXIS), a branch of AXIS Specialty Europe SE, ARBN 131 203 122, is authorised and supervised by the Australian Prudential Regulation Authority as a general insurer. AXIS Specialty Europe SE is authorised and regulated by the Central Bank of Ireland.

IT Liability Policy

In consideration of the payment of premium and in reliance on the contents of the ProposalYou have provided, We

agree to provide indemnity subject to the terms of this Policy.

SECTION 1 – BUSINESS INJURY

THIS IS A CLAIMS MADE LIABILITY SECTION

Subject to the definitions, terms, conditions, limitations and exclusions of this Policy:

1.1

Business Injury

We agree to indemnify You up to the Limit of Liability specified in Section 1 of the Schedule, for liability in respect of all Claims, notified to Us during the Period of Insurance, for Business Injury that occurs within the Territory.

1.2

Insuring Clause Extensions

We also agree to indemnify You up to the Limit of Liability specified in Section 1 of the Schedule, for liability in respect of all Claims, notified to Us during the Period of Insurance, for Business Injury that occurs within the Territory and arises from:

1.2.1 Breach of Privacy

any actual or alleged breach by You of any Federal or State privacy legislation. 1.2.2 Civil Misconduct

any actual or alleged conduct by You (including conduct amounting to any actual or alleged breach of Contract by

You).

1.2.3 Competition and Consumer Act (Trade Practices Act/Fair Trading Act)

subject to General Exclusion 6.15 (Restraint of Trade, Business or Profession), any breach by You of:

(a) the Competition and Consumer Act 2010 (Cth) and/or the Trade Practices Act 1974 (Cth) and/or similar legislation enacted in any State or Territory of the Commonwealth of Australia (as amended from time to time); or

(b) the Fair Trading Act 1986 (New Zealand) and/or similar legislation enacted in the Dominion of New Zealand (as

amended from time to time).

1.2.4 Contractual Liability

notwithstanding General Exclusion 6.3 (Assumed Liability),an indemnity and/or hold harmless term of a Contract.

1.2.5 Defamation

1.2.6 Dishonesty

notwithstanding General Exclusions 6.6 (Fraud and Dishonesty), a dishonest, fraudulent or malicious act or omission of any of Your Directors, Officers, Partners or Employees, including but not limited to the introduction of a computer virus into any system or network belonging to a third party PROVIDED THAT there is no indemnity under this clause for any:

(a) person committing or condoning the act or omission; or

(b) loss sustained as a result of any act or omission occurring after the date on which You first discovers, or has reasonable cause for suspicion of, a dishonest, fraudulent or malicious act or omission on the part of any person.

1.2.7 Extended Continuous Cover

notwithstanding Exclusion 6.12 (Pre-Existing Circumstances), any fact or circumstance which could have been, but which was not, notified under a previous Professional Indemnity and/or Information Technology Liability Insurance Policy (“Previous Policy”) PROVIDED THAT:

(a) the failure to disclose and/or notify was not fraudulent or intentional;

(b) if the fact or circumstance had been notified under the previous policy, You would have been entitled to indemnity under the previous policy;

(c) apart from Our right to refuse indemnity due to:

(i) a failure to disclose the fact or circumstance to Us before this Policy was entered into; or (ii) the application of General Exclusion 6.12 (Pre-Existing Circumstances),

You would be entitled to indemnity under this Policy;

(d) You have continued without interruption to be insured under a similar Professional Indemnity and/or Information Technology Liability Insurance Policy from the time when the fact or circumstance could have been notified under the previous policy until the time when the Claim, fact or circumstance is notified to Us; and

(e) Our liability for the Claim shall not exceed the amount of indemnity which would have been available under the previous policy if the fact or circumstance had been notified under that previous policy, or the relevant Limit of Liability under this Policy, whichever is the lesser.

1.2.8 Fit for Purpose (Implied or Express)

notwithstanding General Exclusion 6.3 (Assumed Liability), alleged breach of warranty, condition or guarantee as to the

fitness for purpose of the IT Goods or the IT Services implied into, or expressly included in, a Contract.

1.2.9 Intellectual Property Rights Infringement

any unintentional infringement by You of Intellectual Property Rights, including any Claim made against You by a

Licensee in respect of Your ownership or ability to licence any Intellectual Property Rights.

Our maximum liability under this Insuring Clause Extension shall not exceed $1,000,000 in the aggregate during the

Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1.

1.2.10 Joint Ventures Cover

the carrying on of Your Business as a joint venturer or in partnership with others PROVIDED THAT such cover does

not extend to any joint venturer or partner of Yours. 1.2.11 Limitation of Liability

notwithstanding General Exclusion 6.3 (Assumed Liability), a Contract entered into by You with another party for the

provision of IT Goods and/or the performance of IT Services which excludes or limits the liability of the other party. In

such a case, We agree that such a Contract will not prejudice Your rights to indemnity under this Policy simply by

1.2.12 Loss of Documents / Data

the mislaying, distortion, damage, erasure, loss and/or destruction of Documents / Data entrusted to or deposited with

You, including the reasonable costs, charges and expenses, incurred by You in replacing or restoring such Documents / Data.

1.2.13 Misuse of Confidential Information

any actual or alleged misuse by You of confidential information or breach of confidentiality. 1.2.14 Vicarious Liability

any actual or alleged conduct of any consultants, contractors, sub-contractors or agents for whose acts, errors or omissions You are legally liable PROVIDED THAT there is no indemnity for any such consultant, contractors, sub-contractor or agent, unless they are also an Employee within the meaning of this Policy.

1.3

General Policy Extensions

We further agree to extend the cover provided under Section 1 of this Policy, for liability in respect of all Claims as follows:

1.3.1 Costs of Official Enquiries

We will pay costs incurred by Us, or the reasonable costs incurred by You with Our prior written consent, of Your legal representation at any enquiry (including any coronial enquiry or any enquiry under the disciplinary rules of a professional association of which You are a member) or other similar process relating to or connected with Your Business, which

You are legally compelled to attend PROVIDED THAT:

(a) the enquiry is ordered or commissioned during the Period of Insurance;

(b) We shall be entitled to nominate lawyers to represent You;

(c) having received notice of the enquiry, You notified Us in writing as soon as practicable and during the Period of Insurance; and

(d) there is no indemnity for legal representation at any enquiry (including any coronial enquiry or any enquiry under the disciplinary rules of a professional association of which You are a member) or other similar process happening within the jurisdictional limits or territorial limits of the United States of America or Canada or their territories or protectorates.

Our maximum liability under this General Policy Extension shall not exceed $250,000 during the Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1

1.3.2 Court Appearance Costs

We will pay for court appearance costs incurred by You if You are legally compelled to attend a civil proceeding as a witness in a Claim covered by this Policy.

Our maximum liability under this General Policy Extension shall not exceed $1,000 per day or $100,000 in the aggregate during the Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1.

1.3.3 Extended Reporting and Run-Off Period

Subject to the following proviso, We will provide an automatic extended run-off period under Section 1 if: (a) this insurance is not renewed or is cancelled for any reason other than non-payment of premium; or

(b) We renew or replace this insurance with other insurance that provides claims-made coverage and has a

Retroactive Date later than the one shown in the Schedule applicable to this insurance; or

(c) You do not replace this Policy with a similar policy, irrespective of whether that policy has a retroactive date, at any time during the extended run off period.

PROVIDED THAT:

1. a Claim is first made against You during the sixty (60) day period commencing on the day immediately following expiry of the Period of Insurance, which You notify to Us in writing within that sixty (60) day period, then We will treat that Claim as if it had been made against You and notified to Us during the immediately preceding Period of Insurance; or

2. during the sixty (60) day period commencing on the day immediately following expiry of the Period of Insurance,

You become aware for the first time of any conduct by You which may result in a Claim against You, and You

notify Us in writing within that sixty (60) day period, then any Claim arising out of such conduct notified as aforesaid, that is made against You shall be treated by Us as if such Claim had been made against You and notified to Us during the immediately preceding Period of Insurance; and

3. this General Policy Extension shall not reinstate nor increase the Limit of Liability nor extend the Period of Insurance.

The extended run-off period shall only apply to conduct of You that occurred before the end of the Period of Insurance

and not before the Retroactive Date. 1.3.4 Fidelity

We will pay for any loss of money, negotiable instruments, bearer bonds or coupons, stamps, bank or currency notes: (a) in Your care, custody or control; or

(b) which belong to You; or

(c) for which You are legally responsible,

which You sustain as a result of any dishonest or fraudulent act of any of Your Employees and which is committed in

the conduct of Your Business PROVIDED THAT:

1. there is no indemnity for any person committing or condoning the dishonest or fraudulent act;

2. You first discover the loss during the Period of Insurance;

3. You notify Us in writing within the Period of Insurance and within 28 days of either having reasonable cause for suspicion of the loss or discovery of the loss;

4. there is no indemnity under this clause for loss sustained by You as a result of any act committed after the date on which You first discover or have reasonable cause for suspicion of, dishonesty or fraud on the part of the

Employee concerned;

5. You provide all information and assistance that We request in order to recover from the Employee or the

Employee’s estate; and

6. the Excess shall apply for each and every individual dishonest or fraudulent act.

Our maximum liability under this General Policy Extension shall not exceed $50,000 in the aggregate during the Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1. 1.3.5 Loss Mitigation and Rectification

We will pay reasonable direct costs and expenses incurred by You to rectify or mitigate the effects of an act, error or omission of Yours resulting from the provision of IT Goods or the performance of IT Services that would otherwise be subject to a covered Claim under the Policy if not rectified or mitigated PROVIDED THAT:

(a) the act, error or omission is discovered by You and notified to Us as soon as practicable during the Period of Insurance;

(b) You notify Us of Your intention to take such action and receive Our written consent (which shall not be unreasonably withheld) before incurring these costs and expenses; and

(c) no cover is provided for indirect costs and expenses including loss of profit or bonus, or costs and expenses of material, or IT Services which result in an increased quality or standard from that specified in the relevant

Contract.

Our maximum liability under this General Policy Extension is limited to $250,000 in the aggregate. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1.

1.3.6 Privacy Enquiry, Breach of Privacy Legislation and Civil Penalties

We will pay for:

(a) Your legal costs and expenses (excluding Your regular or overtime wages, salaries or fees, or those of Your

Employees or contractors) incurred with Our prior written consent (which shall not be unreasonably withheld) for Your representation at any Privacy Enquiry, of which You first become aware and advise Us in writing as soon as practicable during the Period of Insurance;

(b) Mitigation Expenses incurred during the Period of Insurance and with Our prior written consent (which shall not be unreasonably withheld) for the purpose of mitigating the effect of Your breach of the applicable privacy legislation; or

(c) any civil penalty imposed upon You during the Period of Insurance for a breach of privacy legislation PROVIDED THAT We will not be liable to You for any penalty for which We are legally prohibited at law from indemnifying You or based on, attributable to or in consequence of any:

i. willful, intentional or deliberate failure to comply with any lawful notice, direction, enforcement action or proceeding under any legislation; or

ii. gross negligence or recklessness; or

iii. requirement to pay taxes, rates, duties, levies, charges, fees or any other revenue charge or impost, provided in all cases that such costs and expenses, or such civil penalty, arises in the ordinary course of Your Business.

Our maximum liability under this General Policy Extension shall not exceed $2,000,000 in the aggregate during the

Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1.

1.3.7 Reputation Protection Expenses

We will pay any reasonable fees, costs and expenses that You incur during the Period of Insurance, in the event of a

Reputation Event, in retaining the services of a public relations consultant for the sole purpose of protecting Your

reputation PROVIDED THAT:

(a) You notify Us within 28 days of the Reputation Event and provide complete details, in writing, of the circumstances of the Reputation Event; and

(b) You have obtained Our prior written consent (not to be unreasonably withheld) to incur such fees, costs and expenses.

Our maximum liability under this General Policy Extension shall not exceed $50,000 in the aggregate during the Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 1.

SECTION 2 – PUBLIC AND PRODUCTS LIABILITY

Subject to the definitions, terms, conditions, limitations and exclusions of this Policy, We agree to indemnify You up to the Limit of Liability specified in Section 2 of the Schedule for legal liability in respect of all Claims made against You, which shall be notified to Us as soon as reasonably practicable, for:

2.1

Public and Products Liability

Legal liability to pay compensation for Public Liability or Products Liability occurring within the Territory during the

2.2

Additional Benefits

We further agree to extend the cover provided under Section 2 of this Policy as follows: 2.2.1 Court Appearance Costs

We agree to pay court appearance costs incurred by You if You are legally compelled to attend a civil proceeding as a witness in a Claim covered by this Policy.

Our maximum liability under this Additional Benefit shall not exceed $1,000 per day and $100,000 in the aggregate during the Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 2.

2.2.2 Joint Ventures Cover

We agree to extend indemnity for Your liability in respect of all Occurrences happening in connection with Your Business as a joint venturer or in partnership with others PROVIDED THAT such cover does not extend to any joint venturer or partner of Yours.

2.2.3 Lessors of Equipment

We agree to extend indemnity to any lessor with whom You have entered into a written agreement for the lease of

equipment (not belonging to You) used by You in the conduct of Your Business PROVIDED THAT no cover shall be

afforded to the lessor:

(a) than would have been provided hereunder to You if You had been held legally liable for the same Public Liability or Products Liability and only where that liability arises out of Your use of such equipment in the carrying on of Your Business; and

(b) for activities that occur after the end of the equipment lease.

2.2.4 Principal’s Indemnity

We agree to indemnify Your Principal for any legal liability it has, in its capacity as Your Principal, to pay compensation to any person or entity (other than You) in respect of Public Liability or Products Liability caused by

You which occurs within the Territory and during the Period of Insurance as a result of an Occurrence in connection with Your Business.

2.2.5 Tenant's Liability Cover

We agree to extend indemnity to any lessor with whom You have entered into a written agreement for the rental or lease

of premises (not belonging to You) from which You conduct Your Business PROVIDED THAT no more extensive cover

shall be afforded to the lessor than would have been provided hereunder to You if You had been held legally liable for the same Public Liability or Products Liability and only where that liability arises out of Your use of such premises in the ordinary course of Your Business.

2.2.6 Vendors Liability

We agree to extend indemnity to Your vendor, with whom You have entered into a written contract for the distribution or sale of Your IT Goods, for any legal liability it has to pay compensation to any person or entity (other than You) PROVIDED THAT no cover shall be afforded to the vendor for any modification, representation or warranty unauthorised by You.

SECTION 3 – PRODUCT RECALL EXPENSE

3.1 Subject to the definitions, terms, conditions, limitations and exclusions of this Policy, We agree to indemnify

You, for liability in respect of all Claims, up to the applicable Limit of Liability specified in Section 3 of the

Schedule in respect of Product Recall Expense incurred by You within the Territory during the Period of Insurance, if Your Products are recalled from the market or from use, whether in response to a regulatory order or otherwise, because it has become known or reasonably anticipated that they may cause Personal Injury or Property Damage due solely to:

(a) the accidental omission of an ingredient or component; or

(b) accidental introduction or substitution of a deleterious ingredient or component.

3.2 There is no cover available under Section 3 for any Product Recall Expense:

(a) which is not incurred in the circumstances set out in clause 3.1 above; or

(b) where Your Product’s known or reasonably anticipated propensity to cause Personal Injury or

Property Damage comes about due to:

i. inherent or inevitable degradation, degeneration or corruption; or any characteristic of which You

knew or reasonably ought to have known at the commencement of the Period of Insurance; or

ii. mislabeling or misdirection due to the continued use of existing labels or instructions which have passed their internal review date or have ceased to be approved for Your Products by the relevant regulator.

SECTION 4 – ADVANCEMENT OF COSTS, DUTY TO DEFEND AND COSTS IN ADDITION

4.1 Advancement of Costs

We will pay for Costs incurred by You in respect of any Claim covered under Sections 1 or 2, as and when they are incurred prior to final resolution of the Claim, PROVIDED THAT upon exhaustion of any applicable sub-limit or the Limit of Liability, We shall cease to pay advancement of Costs pending resolution of the Claim.

4.2 Duty to Defend

We have the right and duty to defend You against any Claim covered under Sections 1 or 2 of this Policy.

We have the right to investigate, negotiate and settle any Claim covered under this Policy in accordance with Claims Condition 8.3 of the Policy.

Our duty to defend extends only to that part of any Claim which is covered under this Policy and shall cease upon either:

(a) the exhaustion of the applicable sub-limit or Limit of Liability; or (b) our determination that coverage is not available under the Policy; or

(c) upon payment of Costs commensurate with the applicable sub-limit or Limit of Liability. 4.3 Costs in Addition

Where the Costs type are specified in the Schedule to be exclusive, if after resolution of the Claim, any judgement, award or settlement exceeds the applicable sub-limit or the Limit of Liability, We will pay Costs in addition to the applicable sub-limit or the Limit of Liability up to, but not exceeding, the proportion to which the applicable sub-limit or the Limit of Liability bears to the amount of the final judgment, award or settlement sum (inclusive of Claimants Costs).

SECTION 5 – LIMITS OF LIABILITY

Our liability for any one Claim, or for all Claims, in the Period of Insurance shall not exceed the Limit of Liability

specified against the applicable Section in the Schedule, plus Costs in addition as per clause 4.3 of this Policy.

All Claims arising from the same source, or originating cause, shall be deemed to constitute one Claim. Our total aggregate liability under this Policy for any one Claim under Section 1 and Section 2 of this Policy shall not exceed the highest Limit of Liability.

5.2 Automatic Reinstatement of the Aggregate

We agree to one reinstatement of the Limit of Liability for Claims under Section 1, and Claims for Product Liability

under Section 2, in respect of any subsequent Claims which are totally unrelated to any previously advised Claim. In respect to Claims for Public Liability under Section 2 only, We agree to unlimited reinstatements of the Limit of Liability in respect of any subsequent Claims which are totally unrelated to any previously advised Claim.

In the event that You have additional coverage in excess of this Policy in respect to Section 1 or Section 2, then the applicable reinstatement will only be available when such additional coverage has been fully exhausted.

5.3 Excess

5.3.1 In respect of each Claim, or any other payment under this Policy, the amount of the applicable Excess shall be borne by You at Your own risk and We will only be liable to indemnify You in excess of that amount.

5.3.2 The amount of the Excess shall be borne by You at Your own risk in respect of each Claim, or any other payment under this Policy.

5.3.3 Where the quantum of any Claim, or any other payment under this Policy, is less than the Excess, You shall be liable for the Claim under this Policy.

5.3.4 Where the Excess is specified in the Schedule to be exclusive of Costs, You shall not be required to contribute the Excess towards those Costs.

SECTION 6 – GENERAL EXCLUSIONS

We will not be liable in respect of any Claim or any other claim under this Policy: 6.1 Animal, Aircraft or Watercraft

directly or indirectly arising out of, or in connection with, the ownership, possession or use of any animal, aircraft or watercraft.

6.2 Asbestos

directly or indirectly arising out of:

(a) the mining, processing, transportation, storage, manufacture, distribution or use of asbestos or asbestos products or products containing asbestos; or

(b) the installation, handling, sale, disposal, decontamination, removal, treatment or control of asbestos or asbestos products or products containing asbestos.

However, this exclusion only applies in respect of:

1. the inhalation or ingestion of asbestos fibre;

2. the repair or renovation of property due to the presence of asbestos in any form; or

6.3 Assumed Liability

directly or indirectly arising out of any contractual or other assumed liability, guarantee or warranty unless such a liability would exist in the absence of any such assumed liability, guarantee or warranty.

6.4 Avionics

directly or indirectly arising out of the provision of Avionics Technology in any form. 6.5 Employer’s Liability

in respect of Personal Injury to any person employed by You under any contract of service or apprenticeship, or any breach of any obligation owed by You as an employer to any Employee.

6.6 Fraud and Dishonesty

arising out of any actual or alleged dishonest, fraudulent, malicious, reckless or criminal act or omission committed by

You.

6.7 Insolvency

directly or indirectly arising out of Your insolvency, bankruptcy or liquidation. 6.8 Known Defects

(a) directly or indirectly caused by or arising out of the provision of IT Goods or the performance of IT Services

which are known by You, or which in the ordinary course of Your Business ought to have been known by You, to be defective or ineffective or incapable of fulfilling the purpose for which they were intended or warranted (whether expressly or impliedly) or guaranteed; or

(b) for the withdrawal, inspection, repair, modification, replacement and loss of use of IT Goods, or of any property of which such IT Goods form a part, if such IT Goods or property are withdrawn from the market or from use because of any known defect or deficiency therein or any defect of which You knew or in the ordinary course of

Your Business ought to have known. 6.9 Management Liability

arising out of an actual or alleged breach by You acting in the capacity of a Director or Officer for breach of Your

duties as such.

6.10 Own Property Damage for Property Damage happening to:

(a) property owned by or leased or rented to You, or

(b) property in Your physical or legal control, except:

(i) to the extent of cover afforded by clause 1.2.12, (Loss of Documents / Data); (ii) premises which are leased or rented to, or otherwise temporarily occupied by You; (iii) Your Employees’ property up to a limit of $10,000 in the aggregate;

(iv) Vehicles (not belonging to You or used by or on Your behalf) in Your physical or legal control where such Property Damage occurs while any such vehicle is in a car park owned or operated by You,

PROVIDED THAT You as part of Your Business do not own or operate a car park for reward;

(v) Goods that are not owned by You but in Your physical care and control PROVIDED THAT Our

maximum liability under this clause 6.10(b)(v) shall not exceed $250,000 in the aggregate during the

Period of Insurance. Indemnity under this sub-limit forms part of and is not in addition to the Limit of Liability for Section 2.

6.11 Pollution

directly or indirectly arising out of Pollutants and consequential pollution, seepage or contamination of whatever nature caused by or allegedly caused by You, or for which You are liable, whether or not as an occupier of land, however this exclusion shall not apply to pollution seepage or contamination which is sudden and accidental.

6.12 Pre-Existing Circumstances arising out of any fact or circumstance:

(a) made, threatened or in any way intimated against You prior to the Period of Insurance;

(b) of which written notice has been given under any previous insurance prior to the commencement of the Period

of Insurance;

(c) noted on the Proposal for the current Period of Insurance or on any previous proposal; or

(d) of which You first became aware prior to the Period of Insurance and which You knew or ought reasonably to have known had the potential to give rise to a Claim or any other claim under this Policy.

6.13 Radioactivity

directly or indirectly caused by or contributed to by ionising radiation or contamination by radioactivity from any nuclear fuel, weapon, medical isotope, waste or other material whether occurring naturally or otherwise, or by the radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof.

6.14 Related Entities

(a) brought, alleged or demanded by any holding company, subsidiary or related body corporate of Yours or by any corporation whose board of directors is subject to control by Your board of directors;

(b) brought, alleged or claimed by a Family Member unless such person is acting without any prior direct or indirect solicitation or co-operation from You.

6.15 Restraint of Trade, Business or Profession

(a) directly or indirectly arising out of or in connection with any actual or alleged violation of any law governing unconscionable conduct or any antitrust or competition law or other law prohibiting restraint of trade, business or profession;

(b) arising out of any breach of Parts IV (Restrictive Trade Practices), IVA (Unconscionable Conduct) and VIII (Resale Price Maintenance) of the Trade Practices Act 1974 (Cth), or similar provisions of the Competition and Consumer Act 2010 (Cth), or similar, related or replacement legislation and/or any criminal liability provided, although this exclusion shall apply only to persons who have committed, aided, abetted or knowingly participated in such conduct.

6.16 Terrorism

directly or indirectly caused or occasioned by or happening through or in consequence of Terrorism or any action taken in controlling, preventing or suppressing any act or acts of Terrorism or in any way relating thereto.

6.17 Trading Loss

directly or indirectly arising out of or in connection with any trading loss or liability incurred by Your Business. 6.18 USA & Canada

6.18.1 for any Business Injury, Personal Injury or Property Damage, Product Recall Expense sustained or alleged to have been sustained in the United States of America or the Dominion of Canada or their territories or protectorates;

6.18.2 adjudicated or determined in accordance with the laws of the United States of America or the Dominion of Canada or their territories or protectorates;

6.18.3 judgment for which is first obtained against You in the United States of America or the Dominion of Canada or their territories or protectorates, whether or not it is capable of enforcement within the United States of America or the Dominion of Canada or their territories or protectorates,

PROVIDED THAT this exclusion shall not apply to:

(a) coverage under Section 2 of the Policy in respect of claims arising directly out of the presence outside Australia or New Zealand of any person covered under the Policy who is normally resident in Australia or New Zealand and who is not undertaking manual work or supervision of manual work of any kind whilst in the United States of America or the Dominion of Canada or their territories or protectorates; or

(b) coverage under Insuring Clause Extensions 1.2.9 (Intellectual Property Rights Infringement) and 1.2.12 (Loss

of Documents / Data) of the Policy.

In respect of coverage under paragraphs (a) and (b) above, Our liability under Section 4 for the payment of Costs shall be inclusive of and not in addition to the Limit of Liability.

It being understood and agreed that Our liability for any amount payable under Section 4 (Advancement of Costs, Duty to Defend and Costs in addition) in respect of any Claims shall be inclusive of and not in addition to the Limit of Liability under Section 2 of the Policy. The payment by Us of any amounts pursuant to Section 4 (Advancement of Costs, Duty to Defend and Costs in addition) in respect of any Claims shall reduce the Limit of Liability under Section 2 of the Policy.

6.19 Vehicle

for Personal Injury or Property Damage arising out of the ownership, maintenance, possession or use by You of any

Vehicle which is registered; or in respect of which insurance is required by virtue of any legislation PROVIDED THAT this exclusion shall not apply to Personal Injury or Property Damage arising from:

(a) the delivery or collection of goods to or from any vehicle where such Personal Injury or Property Damage

occurs beyond the limit of any carriageway or thoroughfare, or (b) the loading or unloading of any vehicle.

6.20 War

directly or indirectly caused by or arising from war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, revolution, insurrection, military or usurped power or 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.

6.21 Your Own Costs of Rectification

for Your cost of performing, correcting, rectifying or improving any IT Goods provided or any IT Services performed by

SECTION 7 – GENERAL CONDITIONS

No change in, modification of, or assignment of any interest under this Policy shall be effective except when made by written endorsement to this Policy and signed by an authorised representative of Ours.

7.2 Cancellation

You may cancel this Policy by giving Us written notice, in which case We shall allow You:

(a) in the event of no Claim or claim having been notified to Us prior to the effective date of the cancellation, a pro rata refund of premium for the unexpired part of the Period of Insurance less 20 per cent, or

(b) in the event of a Claim or claim having been notified to Us prior to the effective date of the cancellation there will be no refund of premium for the unexpired part of the Period of Insurance.

We may cancel this Policy on the grounds set out in and in accordance with the provisions of the Insurance Contracts Act 1984 (Cth), in which case We shall allow You a pro rata refund of premium for the unexpired part of the Period of Insurance.

7.3 Cross Liability (applicable to Section 2 only)

Where You are comprised of more than one person or entity, each of the parties will be considered as a separate and distinct unit and the cover afforded under this Policy will be considered as applying to each party in the same manner as if a separate Policy had been issued to each PROVIDED THAT nothing in this condition will result in an increase in the applicable Limit of Liability or the Period of Insurance underthis Policy.

7.4 Law Forum

The Policy will be interpreted in accordance with the laws of the Commonwealth of Australia and the Australian State or Australian Territory where the Policy was issued. Any dispute relating to this Policy shall be submitted to the exclusive jurisdiction of the courts of Australia.

7.5 New Subsidiaries

If during the Period of InsuranceYouacquire or create an entity so that it becomes a Subsidiarythat:

(a) has total revenue of less than 25% of the consolidated revenue of You;

(b) is incorporated and IT Goods and/or IT Services are provided and/or performed outside of the United States of

America and the Dominion of Canada;

(c) provides and/or performs IT Goods and/or IT Services substantially similar to IT Goods and/or IT Services

provided in the ordinary course of Your Business; and

(d) has no paid or incurred professional indemnity or public and product liability claims against it for the past 5

years preceding the date of acquisition

then the Policywill automatically extend cover in respect of the Subsidiary without notice to Us or additional premium

being payable, but only in respect of IT Goods and/or IT Services provided and/or performed in the ordinary course of

Your Business after such entity becomes a Subsidiary.

If during the Period of InsuranceYou acquire or create an entity so that it becomes a Subsidiary that does not fit into (a), (b), (c) or (d) above then the Policy will automatically extend cover in respect of the Subsidiary for a period of up to 90 days, without notice to Usor additional premium being payable, but only in respect of IT Goods and/or IT Services

provided and/or performed in the ordinary course of Your Business after such entity becomes a Subsidiary. With the written agreement of Us and subject to an additional premium and any amended terms and conditions required by Us, the Policy may be extended to include such Subsidiary beyond 90 days.

7.6 Policy Construction and Interpretation

(a) The notes accompanying the Policy and titles of paragraphs in this Policy are included for descriptive purposes only and do not form part of this Policy for the purpose of its construction or interpretation;

(c) Any references in this Policy to statutes shall include amendments thereof as well as reenactments or consolidations intended to replace such statutes.

7.7 Run-Off of Cover – Merger, Acquisition and Divested Entities

Where a covered entity or subsidiary ceases to exist or to operate or is acquired by, consolidated with or merged into any other entity, then We agree that the coverage provided under this Policy with respect to that entity or subsidiary of

Yours will continue until the expiry date of the Period of Insurance, PROVIDED THAT such coverage will only apply in respect of Your liability arising out of any conduct or Occurrence happening prior to the effective date that such entity or subsidiary ceased to exist or to operate or was acquired by, consolidated with or merged into any other entity, unless otherwise agreed by Us in writing.

7.8 Severability and Non-Imputation

Where You are comprised of more than one person or entity and one or more of those persons or entities: (a) failed to comply with the duty of disclosure under section 21 of the Insurance Contracts Act 1984 (Cth); (b) made a misrepresentation to Us before this Policy was entered into; or

(c) failed to comply with a term of this Policy;

the right of another person or entity to cover under this Policy shall not be prejudiced as a result PROVIDED THAT the other person or entity:

1. was entirely innocent of and had no prior knowledge of the relevant conduct; and

2. notifies Us in writing of all the facts known to the person or entity as soon as is reasonably practicable upon becoming aware of the relevant conduct.

SECTION 8 – CLAIMS CONDITIONS

8.1.1 In the event of a claim under this Policy, part of which is indemnifiable under this Policy and part of which is not, either because:

(a) a Claim includes both indemnifiable and non-indemnifiable matters; and

(b) Costs are necessarily incurred in defending the Claim and cannot be differentiated between the indemnifiable and unindemnifiable aspects; or

(c) the total amount claimed against You exceeds the applicable Limit of Liability,

then We shall only provide indemnity for that proportion of the Costs which corresponds to the proportion which the indemnifiable portion of the Claim bears to the total demand against You.

8.1.2 If You and We cannot agree on an allocation of Costs then We shall advance, on an interim basis, Costs

which We believe to be covered by this Policy until a different allocation is negotiated, or judicially determined. 8.1.3 Any negotiated or judicially determined allocation of Costs on account of a Claim shall be applied retroactively

to all Costs on account of such Claim. 8.2 Claim Mitigation and Co-operation

8.2.1 You must use due diligence and do and concur in doing all reasonable and practicable things in order to avoid, minimise or mitigate any liability, loss or damage that is or may be the subject of a Claim.

8.2.2 You must at Your own expense provide Us with all information, records, statements and any other information concerning any Claim or Occurrence notified under this Policy, and attend all necessary conferences and

Court appearances which We may require in the course of investigating or defending any indemnifiable Claim

or Occurrence liability. You shall also co-operate with Us in the defence of any litigation against You or in the prosecution of any recovery action instigated by Us.

8.3 Defence and Settlement

8.3.1 You agree not to settle any Claim, incur any Costs or otherwise assume any contractual obligation or admit any liability without Our written consent, which shall not be unreasonably withheld. We shall not be liable for any Claim, settlement or Costs incurred pursuant to Your assumed obligation or admission to which We have not consented in writing.

8.3.2 We shall be entitled at any time to conduct, in Your name, the defence or settlement of any Claim.

8.3.3 It is agreed that any dispute that may arise between Us and You as to whether any Claim should be settled or contested shall be resolved in accordance with Claims Condition 8.6 (Senior Counsel Clause).

8.4 Notices

8.4.1 Any notice given in writing by Us to any insured named in the Schedule will be treated as notice to each of the parties covered under this Policy.

8.4.2 Any notice which You are required or elect to give under this Policy may be given to Us. 8.5 Paying Out the Limit of Liability

We shall be entitled to make payment to You of the Limit of Liability in respect of any Claim or any claim for which this

Policy provides indemnity, after which We shall have no further liability to You in respect of that Claim or claim. 8.6 Senior Counsel Clause

8.6.1 Neither You nor We shall be required to contest any Claim unless a Senior Counsel shall advise that it should be contested. The appointment of Senior Counsel will be mutually agreed by You and Us or, in the absence of such agreement, Senior Counsel is to be appointed by the President of the Law Institute or equivalent local Bar authority in the Territory.

8.6.2 In formulating advice, Senior Counsel shall be briefed by You or Us to take into consideration the economics of the matter, the damages and Costs which are likely to be recovered by the plaintiff, the likely Costs and the prospects of You successfully defending the Claim or Occurrence liability. The cost of such Senior Counsel’s

opinion shall be regarded as part of the Costs.

8.6.3 In the event that Senior Counsel advises that the Claim or Occurrence liability should not be contested or should be settled, and You elect to contest or not to settle it, then Our liability shall not exceed the amount for which, in the opinion of Senior Counsel, it could have been so settled at that time, plus the Costs incurred to that date with Our written consent.

8.7 Subrogation

In the event that a payment is made under this Policy, We will be subrogated to any legal rights which You may have in connection with the matters giving rise to it. We shall not exercise those rights against any Director, Officer, Partner or

Employee of Yours unless the claim under the Policy has been brought about or contributed to by the dishonest, fraudulent, malicious or criminal act or omission of that Director, Officer, Partner or Employee.

SECTION 9 - DEFINITIONS

9.1 Avionics Technology

“Avionics Technology” shall mean electronic control devices, their associated software and/or firmware, fitted within any aircraft, spacecraft or other aerial device and used in connection with their control or flight.

9.2 Business Injury

“Business Injury” shall mean compensation or damages as a result of loss suffered by a third party caused by or arising from the provision of IT Goods or performance of IT Services on orafter the Retroactive Date, in the ordinary course of Your Business.

9.3 Claim

“Claim” shall mean a claim by You for indemnity under this Policy or the receipt by You of a demand for compensation (including Claimants Costs) made by a third party against You. It may take the form of:

(a) any writ, statement of claim, summons, application or other originating legal (including injunctive process), or arbitral process, cross claim, counterclaim or third party or similar party notice;

(b) any other form of written notice; or

(c) verbal notice.

9.4 Claimant’s Costs

Claimant’s Costs shall mean legal fees and litigation expenses incurred by a claimant relating to a Claim to which this

Policy applies. 9.5 Client

“Client” shall mean any person, firm or corporation with whom or which You have a Contract and includes a Licensee. 9.6 Computer Equipment

“Computer Equipment” shall include but not be limited to any or any combination or part of computer data, computer hardware, computer operating system, computer application, computer software and computer chip including microprocessor chip or embedded control logic.

9.7 Contract

“Contract” shall mean a written contract for the provision of IT Goods or the performance of IT Services between You

and a Client and does not include any form of verbal agreement unless it is subsequently reduced to a formal written document and signed by You and the Client.

9.8 Costs

“Costs” shall mean costs, charges and expenses (other than Your regular or overtime wages, salaries or fees) incurred by Us or by You with Our consent which shall not unreasonably be withheld, in defending, investigating or monitoring any Claim, but shall not include any costs of the person who is making the Claim or asserting the liability against You. 9.9 Court

“Court” shall mean a court of competent jurisdiction or any alternative dispute resolution forum agreed to by Us and

9.10 Deemed Employee

“Deemed Employee” shall mean any consultant, contractor or agent who is deemed a worker under the Workers Compensation laws of the Australian State or Territory in which the consultant, contractor or agent is providing IT Goods or performing IT Services.

9.11 Director

“Director” shall mean a person, occupying or acting in the position of director of Yours, whether or not validly appointed to occupy or duly authorised to act in the position, or a person in accordance with whose directions or instructions the

Directors, Employees or contractors of Yours are accustomed to comply. 9.12 Documents / Data

“Documents/Data” shall mean deeds, wills, agreements, maps, plans, books, letters, policies, certificates, forms and documents of any nature whatsoever, whether written, printed or reproduced by any method including computer records and electronic data material but shall not include money, negotiable instruments, bearer bonds or coupons, stamps, bank or currency notes.

9.13 Employee

“Employee” shall mean any person employed under a contract of service by, or any person deemed to be an employee of, the person, partnership, company, corporation, statutory authority or other entity specified in the Schedule and its

Subsidiaries. It shall not include any consultant, contractor or agent unless such a consultant, contractor or agent is a

Deemed Employee. 9.14 Excess

“Excess” shall mean the amount specified in the Schedule. 9.15 Family Member

“Family Member” shall mean any spouse, domestic partner or companion, any parent, or parent of the spouse, or any sibling or child of Yours who permanently resides with You.

9.16 Intellectual Property Rights “Intellectual Property Rights” shall mean:

(a) legal rights, conferred or acquired in or to any patent, copyright, trademark, trade secret, circuit layout, registered design (including semiconductor topographies) or internet domain names or email addresses; or

(b) rights against passing off.

9.17 IT Goods

“IT Goods” shall mean any Computer Equipment or other goods or creations such as software, hardware, or firmware,

which are used for or in connection with the electronic storage, retrieval, processing, or transmission of information or data.

9.18 IT Services

“IT Services” shall mean any services or advice Provided by You in relation to IT Goods and includes the supply, licensing, distribution, installation, development, writing, coding, operation or maintenance of IT Goods by You during the ordinary course of Your Business.

9.19 Licence Agreement

“Licence Agreement” shall mean a lawfully enforceable agreement between You, a Client and/or contractor (including a

9.20 Licensee

“Licensee” shall mean a Client entitled to utilise software pursuant to a Licence Agreement. 9.21 Limit of Liability

“Limit of Liability” shall mean the total amount of indemnity afforded by this Policy in respect of any claim or series of

Claims or claims arising from the same source or originating cause and for all claims in the Period of Insurance, as specified in insuring clause 5.1 (Aggregate Limit of Liability) and the Schedule.

9.22 Mitigation Expenses Mitigation Expenses shall mean:

(a) credit monitoring services;

(b) public relations services;

(c) legal advice;

(d) forensic investigation services;

(e) call centre services;

(f) notifications, communications and/or announcements.

9.23 Occurrence

“Occurrence” shall mean an event, including continuous or repeated exposure to conditions, which result in Personal Injury or Property Damage neither expected nor intended by You. All such exposure to substantially the same general conditions will be deemed to be one Occurrence.

9.24 Officer, Partner

“Officer, Partner” shall mean a person by whatever name called and whether or not a Director of Yours, who is primarily concerned with, or takes part in, the management of Your Business.

9.25 Period of Insurance

“Period of Insurance” shall mean the period specified in the Schedule. 9.26 Personal Injury

“Personal Injury” shall mean:

(a) physical injury, death, sickness, disease, disability, shock, fright, mental anguish, mental injury or loss of consortium;

(b) false arrest, false imprisonment, wrongful eviction, wrongful detention or malicious prosecution;

(c) assault and/or battery not committed by You or at Your direction unless committed for the purpose of preventing or eliminating danger to persons or property.

9.27 Pollutants

“Pollutants” shall mean any electronic, solid, liquid, gaseous or thermal irritant or contaminant including, but not limited to, electromagnetic fields, noise, radio waves, smoke, vapour, soot, fumes, acids, alkalis, chemicals and waste. Waste includes material to be recycled, reconditioned or reclaimed.

9.28 Policy “Policy” shall mean;

(a) the definitions, terms, conditions, limitations and exclusions, Schedule and other terms contained herein; (b) any endorsement to this Policy whether issued at the inception of the Policy or during the Period of

Insurance; and

9.29 Privacy Enquiry

“Privacy Enquiry” shall mean any investigation, enquiry or other due process carried out by a Federal or State Privacy Commissioner in accordance with the terms of applicable privacy legislation.

9.30 Products Liability

“Products Liability” is Your legal liability to pay compensation in respect of Personal Injury or Property Damage

occurring within the Territory during the Period of Insurance as a result of an Occurrence happening in connection with Your Products.

9.31 Products Recall Expense

“Products Recall Expense” shall mean reasonable and necessary costs personally and directly incurred by You, in respect of:

(a) Communications including radio and television announcements and printed advertisements;

(b) the cost of shipping Your Products from any purchaser, distributor or user to the place or places designated by

You;

(c) the cost of hire of necessary, additional persons other than Your regular Employees;

(d) remuneration paid to Your regular, hourly Employees (other than salaried Employees) at basic rates for necessary straight time or overtime, if required;

(e) expenses incurred by Employees for transportation and accommodation where necessary;

(f) the extra expense for rent or hire of additional warehouse or storage space; (g) the disposal or destruction of Your Products recalled;

but only when such costs are incurred exclusively for the purpose of recalling Your Products or property of which they form a part, because of an Occurrence.

It does not include the actual value of Your Products themselves, or of any property of which they form a part, any legal liability to pay damages or compensation of any sort to any other person.

9.32 Property Damage “Property Damage” shall mean:

(a) physical damage to or destruction of tangible property (which includes loss of property) including the loss of use of property damaged or destroyed; or

(b) loss of use of tangible property which has not been physically damaged or destroyed provided such loss of use

is caused by physical damage to or destruction of other tangible property during the Period of Insurance. 9.33 Proposal

“Proposal” shall mean the written proposal by You made to Us containing information and statements which, together with any other information or documents provided, are the basis of this Policy and are considered incorporated in it. 9.34 Provided

“Provided” (in respect of IT Goods) shall mean, but is not limited to supplying, selling, leasing, licensing, hiring or otherwise permitting use, and related terms shall be interpreted accordingly.

9.35 Public Liability

“Public Liability” is Your legal liability to pay compensation in respect to Personal Injury or Property Damage occurring within the Territory during the Period of Insurance as a result of an Occurrence happening in connection with Your Business, but excludes Products Liability.

9.36 Reputation Event

9.37 Retroactive Date

“Retroactive Date” shall mean the date specified in the Schedule. 9.38 Schedule

“Schedule” shall mean the Schedule that has been attached by Us to this Policy. 9.39 Senior Counsel

“Senior Counsel” shall mean a barrister or solicitor in active practice who has proven expertise in the field of contracts for IT Goods or IT Services and is entitled to use the post-nominals QC or SC in any superior court in Australia or New Zealand or any covered Territory.

9.40 Shrink Wrap Licence

“Shrink Wrap Licence” shall mean a non-negotiated licence in which standard conditions relating to the use, licence and transfer of ownership of IT Goods or IT Services are imposed and which is purported to be a lawfully enforceable agreement.

9.41 Subsidiary

“Subsidiary” means any entity where You before or at any time during the Period of Insurance, directly or indirectly: (a) controls the composition of the board of directors; and/or

(b) controls the voting power at any general meeting; and/or (c) holds greater than 50% of the issued voting share capital; and/or

(d) exercises effective controls of management, including of any joint venture.

9.42 Territory

“Territory” shall mean the territory specified in the Schedule. 9.43 Terrorism

“Terrorism” shall mean an act or acts (whether threatened or actual) of any person or persons involving the causing or occasioning or threatening of harm of whatever nature and by whatever means made or claimed to be made in whole or in part for political, religious, ideological or similar purposes.

9.44 Vehicle

“Vehicle” shall mean any type of machine on wheels or on self-laid tracks that is intended to be propelled by other than manual or animal power.

9.45 We, Our, Us

“We, Our, Us” shall mean AXIS Specialty Europe SE. 9.46 You, Your

“You, Your” shall mean:

(a) the person, persons, partnership, company, corporation, statutory authority or other entity specified in the

Schedule and its Subsidiaries;

(b) any predecessor in business of any person or entity in (a);

(c) any person who is, was, becomes or ceases to be a principal, Director, Officer, Partner or Employee of any person, persons, partnership, company, corporation, statutory authority or other entity specified in the

Schedule as insured, but in each case solely in respect of a liability arising from activity for and on behalf of that entity; and

9.47 Your Business

“Your Business” shall mean the business, as described in the Schedule and includes the provision of and management

of:

(a) canteens, social, sports, welfare and child care facilities solely for the direct benefit of Your Employees, members or guests,

(b) first aid, medical, fire and ambulance services provided by You, and

(c) any premises which You as owner, tenant or mortgagee in possession use for that purpose in the course of the

normal conduct of Your Business. 9.48 Your Principal

“Your Principal” shall mean the party with whom You have contracted to provide IT Goods and/or perform IT Services. 9.49 Your Products

“Your Products” shall mean any IT Goods developed, manufactured, sold, handled or distributed by You, including any container, packaging and/or labeling thereof and any property of which such products form a part when physical possession of such goods or products has been relinquished to others, but Your Products does not include a vending machine or any property rented to or located for use of others but not sold.