Business Package Insurance

About This Policy

This is a modular business insurance package for small and medium enterprises. It has eleven sections. Four sections are written for each Situation (a location where the Business operates). Seven sections are written once for the whole Business.

A section provides cover only where the Schedule shows it as insured, and a section written for each Situation provides cover at a Situation only where the Schedule shows it as insured for that Situation. The Policy is made up of this wording, the Schedule and any Endorsement. Where the Schedule and this wording differ, the Schedule applies. Words with special meanings are listed in the Definitions section.

Who This Policy Is For

This Policy is designed for Australian small and medium businesses. It is not a consumer insurance contract: it is not entered into wholly or predominantly for personal, domestic or household purposes, and the duty of disclosure in the Duty of Disclosure condition applies.

This wording is written for businesses and professionals. Some buyers, such as small businesses, may be retail clients under the Corporations Act 2001 (Cth). Where a buyer is a retail client, the issuer must give a Product Disclosure Statement and make a Target Market Determination available. This wording is not itself a Product Disclosure Statement. [WP REVIEW: confirm the retail/wholesale posture for the package roll-up, and whether the Cyber and Management Liability sections change it.]

Notice Under s 40 of the Insurance Contracts Act

Tax Audit, Management Liability and the liability cover in the Cyber section respond only to matters first made or notified during the Period of Insurance.

If, during the Period of Insurance, you give us written notice of facts that might give rise to a Claim or an Audit notice, s 40(3) of the Insurance Contracts Act 1984 (Cth) means we cannot refuse to pay a later Claim or Audit notice arising from those facts only because it was made after the Period of Insurance ended. The Notice of Circumstances condition sets out how to give that notice.

Version and Document History

This document is version-controlled. The version and date shown on the cover page and in the footer of each page govern this text. The Version of This Wording condition says which version applies to your Policy.

Schedule

(Completed separately for each policy. It contains your specific details.)

The Schedule shows:

• The named insured, ABN and any subsidiaries named
• The Business, and its activities as ANZSIC 2006 classes
• The Period of Insurance
• Each Situation, and for each Situation the sections insured there, the property insured, each Sum insured, the Excess, and for Business Interruption the gross profit Sum insured, indemnity period and any waiting period
• The sections insured for the whole Business, with each section limit and Excess
• Sub-limits and other values that differ from the defaults in the Default Schedule Values
• The Retroactive date for Cyber and Management Liability, and the pending and prior date
• The declared figures used for rating, including turnover, employees and annual carryings
• The premium for each section, with stamp duty, levies and GST
• The State or Territory whose law governs this Policy (see the Governing Law and Jurisdiction condition)
• The Endorsements that apply, by code, with their variables
• Interested parties

Definitions

These words have the meanings below wherever they appear in this Policy, the Schedule or an Endorsement, with a capital letter. Where a definition says it applies in one section only, it has that meaning in that section, and the word has its ordinary meaning elsewhere. The singular includes the plural.

General Exclusions

These exclusions apply to every section unless the exclusion or a section says otherwise. The Exclusion Applicability Table shows which exclusions apply to which section; where it shows that an exclusion does not apply to a section, it does not apply to that section.

War

Loss, Damage, liability or cost caused by war, invasion, hostilities, civil war, rebellion, revolution, insurrection or military or usurped power. For the Cyber section, the War and State Cyber Operations exclusion applies instead of this exclusion.

Terrorism

Loss, Damage, liability or cost caused by an act of terrorism. For the Property Damage section and the Business Interruption section, this exclusion does not apply to the extent the Terrorism Insurance Act 2003 (Cth) provides that it has no effect for a declared terrorist incident.

Nuclear

Loss, Damage, liability or cost caused by nuclear reaction, nuclear radiation or radioactive contamination.

Asbestos

Loss, Damage, liability or cost arising from asbestos in any form.

Mould

Mould, mildew or fungi, unless they result directly from an Insured event under the Property Damage section and are discovered within the number of hours after that event shown in the Schedule.

Pollution

Pollution or contamination, unless sudden, accidental and unintended and resulting directly from an Insured event. The Pollution (Liability) exclusion applies to the Public and Products Liability section instead of this exclusion.

Electronic Data

Loss of, or Damage to, electronic data or software, except as covered under the Property Damage section (rewriting of records), the Business Interruption section (to the extent the interruption follows Damage covered under Property Damage), the Equipment Damage section (data restoration) and the Cyber section.

Cyber

Loss, Damage, liability or cost caused by a Cyber event. This exclusion does not apply to:

• physical Damage to insured property caused by fire or explosion resulting from a Cyber event;
• Damage to plant, machinery or electronic equipment caused by Breakdown that the Equipment Breakdown and Damage clause covers, even where the Breakdown results from a human error or system failure affecting your Computer system;
• the Computer Fraud clause or the Social Engineering Fraud clause;
• the Public and Products Liability section;
• the Cyber section; or
• the Management Liability section.

Gradual Causes

Wear and tear, gradual deterioration, rust, oxidation, corrosion or inherent vice. This exclusion does not apply to resulting Damage from a sudden Insured event.

Deliberate Acts

Loss or Damage that you deliberately cause or allow. For the Comprehensive Crime section, this exclusion applies to the acts of you and your directors only, not to a Dishonest act of an Employee covered under the Employee Dishonesty clause. For the Management Liability section, the Conduct exclusion applies instead of this exclusion.

Unoccupied Premises

Loss or Damage at Premises that are Unoccupied when the loss occurs, unless we have agreed in writing to continue cover. This exclusion does not apply where the Premises are partly occupied, or to the Public and Products Liability section, the Tax Audit section, the Cyber section or the Management Liability section.

Known Defects

Loss or Damage caused by a Defect that a member of the Control group knew about before the Period of Insurance started, or that a reasonable person in that member's position would have known about. This exclusion does not apply to the Public and Products Liability section.

Confiscation

Confiscation, nationalisation or requisition by a public authority, except destruction ordered to prevent the spread of fire.

Consequential Loss

Consequential loss of any kind, except as covered under the Business Interruption section, the Public and Products Liability section, the Cyber section and the Management Liability section.

General Conditions

These conditions apply to every section.

Insurance Contracts Act 1984 (Cth)

Nothing in this Policy excludes, restricts or modifies the operation of the Insurance Contracts Act 1984 (Cth). Where this Policy is inconsistent with the Act, the Act prevails.

If this Policy would otherwise let us refuse to pay a claim, in whole or in part, because of something you did or did not do after this Policy was entered into, section 54 of the Act applies. We may not refuse to pay the claim only because of that act or omission. Our liability is reduced by the amount that fairly represents the extent to which our interests were prejudiced. Where the act or omission could reasonably be regarded as capable of causing or contributing to the loss, we may refuse to pay only the part of the claim that the act or omission caused or contributed to. We may not refuse any part that you prove the act or omission did not cause. This applies to every condition, exclusion, limit and obligation in this Policy, not only to the claims conditions.

Duty of Disclosure

Before you enter into, renew, extend, vary or reinstate this Policy, you have a duty under s 21 of the Insurance Contracts Act 1984 (Cth) to tell us everything you know, or that a reasonable person in the circumstances could be expected to know, that is relevant to our decision whether to insure you and on what terms. You do not need to tell us anything that reduces the risk, that is common knowledge, that we know or should know in the ordinary course of our business, or that we tell you we do not need to know.

If you do not comply with this duty, our remedies are limited to those in ss 26 to 28 of that Act. We may avoid this Policy only where the non-disclosure or misrepresentation was fraudulent.

For the Management Liability section, as between us and each Insured person, we assess the knowledge and disclosure of each Insured person separately. We will not reduce our liability to an Insured person under s 28(3) of that Act because of another person's non-disclosure or misrepresentation that the Insured person did not know about.

Premium

You must pay the premium by the date shown on our invoice. If the premium is not paid, we may cancel this Policy under the Cancellation condition.

Cancellation

You may cancel this Policy at any time by telling us. We refund the premium for the unexpired Period of Insurance on a pro-rata basis, less any non-refundable government charges. If we have paid a total loss of insured property, no refund applies to that item.

We may cancel this Policy only as the Insurance Contracts Act 1984 (Cth) allows, by giving you written notice as that Act requires. We refund the premium for the unexpired period on a pro-rata basis.

Cancellation does not affect any claim, Claim, Audit notice or circumstance notified to us before cancellation takes effect.

Making a Claim

When you become aware of loss, Damage, a Claim, an Audit notice or a circumstance that may give rise to a claim under this Policy, you must:

• tell us as soon as reasonably practicable, and report theft, malicious damage or a Cyber event involving a crime to the police;
• take reasonable steps to prevent further loss;
• give us the information and assistance we reasonably ask for;
• not admit liability, settle or make any payment for a claim against you under the Public and Products Liability section, the Cyber section or the Management Liability section without our written agreement, which we will not unreasonably withhold; and
• keep damaged property for our inspection where it is reasonable to do so.

The Insurance Contracts Act 1984 (Cth) condition applies to each of these requirements.

Excess

You bear the Excess for each claim or insured loss. If one event gives rise to a claim under more than one section, you bear only the highest of the Excesses that apply to the sections under which we pay.

Limits and More Than One Section

Each section limit and Sum insured is the most we pay under that section, as stated in the section. Defence costs under the Public and Products Liability section are payable in addition to the limit. Section limits do not share an overall aggregate.

Sections respond together to different parts of the same event. For example, a fire can be paid under the Property Damage section for the Damage and under the Business Interruption section for the interruption that follows. Each section pays on its own terms and up to its own limit.

Where the same part of a loss is covered under more than one section, we pay it once only, under one section, and we do not pay the same amount twice. For a loss of funds covered under both the Comprehensive Crime section and the Cyber section, we pay it under Comprehensive Crime where that section is insured. For any other overlap, we pay it under the section that gives you the greater amount. The limit and terms of the section that pays then apply to that part of the loss.

Other Insurance

If a loss covered by this Policy is also covered by another insurance policy, we will not refuse or reduce our payment because of that other insurance. We may seek contribution from the other insurer as the law allows. This does not apply where the Schedule or an Endorsement states that this Policy is excess of a specified underlying policy, in which case this Policy pays only after the limit of that specified policy is exhausted.

Where one loss would be covered under both the Comprehensive Crime section and the Cyber section of this Policy, the Limits and More Than One Section condition says which section pays.

Subrogation and Interested Parties

After we pay a claim, we may take action in your name to recover the amount we paid. You must not give up any right of recovery without our agreement, except under a contract made before the loss in the ordinary course of the Business. We waive our rights against your directors, officers and Employees, except in cases of dishonesty or fraud. An Interested party noted in the Schedule is told before we cancel, and its interest is not prejudiced by your act or omission that it did not know about.

Notice of Circumstances

During the Period of Insurance, you may give us written notice of facts that might give rise to a Claim under the Cyber section or the Management Liability section, or an Audit notice under the Tax Audit section. The notice should describe the facts, the persons involved and the potential loss as fully as you can. A Claim or Audit notice later arising from those facts is treated as first made during the Period of Insurance in which the notice was given, as s 40(3) of the Insurance Contracts Act 1984 (Cth) provides.

Reinstatement of Sums Insured

After a claim under the Property Damage section, the Glass section, the Equipment Damage section, the General Property section or the Goods in Transit section, the Sum insured is reinstated from the date of loss unless we paid a total loss. We may charge an additional premium for the reinstatement. The section limits of Comprehensive Crime, Tax Audit, Cyber and Management Liability are aggregate limits and are not reinstated.

GST

Amounts in this Policy include GST. If you are entitled to an input tax credit for the premium or for the cost of a repair or replacement, we reduce our payment by that input tax credit, as the A New Tax System (Goods and Services Tax) Act 1999 (Cth) allows. You must tell us your entitlement to input tax credits when you make a claim.

Sanctions

We do not provide cover, pay any claim or provide any benefit under this Policy to the extent that doing so would expose us to any sanction, prohibition or restriction under:

• the Autonomous Sanctions Act 2011 (Cth), the Charter of the United Nations Act 1945 (Cth), or regulations made under either Act; or
• the trade or economic sanctions laws of the United Kingdom, the United States of America or the European Union, to the extent they apply to us.

[WP REVIEW: confirm that naming the UK, US and EU regimes is appropriate for Australian capacity; this is a deliberate library-wide scope choice.]

Fraudulent Claims

If a claim is fraudulent, we may refuse to pay it, as s 56 of the Insurance Contracts Act 1984 (Cth) allows.

Governing Law and Jurisdiction

This Policy is governed by the law of the State or Territory shown in the Schedule as the governing-law jurisdiction at inception. Each party submits to the non-exclusive jurisdiction of the courts of that State or Territory. [WP REVIEW: add a service-of-suit clause where the insurer is not APRA-authorised.]

Complaints

If you have a complaint, contact us or your broker first. We will acknowledge it within one business day where practicable and give you our final response within 30 calendar days, as ASIC Regulatory Guide 271 requires. If you are not satisfied, or we have not responded in that time, you may contact the Australian Financial Complaints Authority (AFCA): www.afca.org.au · 1800 931 678 · info@afca.org.au · GPO Box 3, Melbourne VIC 3001.

Version of This Wording

The version of this wording in force at the start of the Period of Insurance applies for that Period of Insurance. Later versions apply only if we agree with you in writing.

Currency and Short Periods

All amounts are in Australian dollars. Where the Period of Insurance is shorter or longer than 12 months, the premium is adjusted pro rata to the number of days; limits and sums insured are not adjusted.

Property Damage

Written for each Situation.

Damage to Property Insured

We will pay for Damage to the property insured at a Situation, caused by an Insured event during the Period of Insurance. Property insured is the Building, Contents, Stock, landlord's fixtures and fittings, tenant's improvements and other property shown in the Schedule for that Situation.

Insured Events

The E01 Accidental Damage endorsement extends this clause to accidental damage, and the E02 Flood endorsement modifies the flood cover, where the Schedule shows them as operative.

Settling Property Damage

Underinsurance (Property)

If, at the time of Damage, the Sum insured for an item is less than the underinsurance percentage shown in the Schedule of that item's full insurable value, we pay only the proportion of the loss that the Sum insured bears to that percentage of full value. This clause applies to each item separately. We will not apply it to a loss of less than the threshold shown in the Schedule.

Worked example, underinsurance at 80%: Contents insured for $500,000 (Schedule); full insurable value $800,000; Damage $200,000. 80% of $800,000 is $640,000. We pay $500,000 ÷ $640,000 × $200,000 = $156,250, before the Excess.

[WP REVIEW: confirm the notice of average needed under s 44 of the Insurance Contracts Act 1984 (Cth) before this clause can be relied on.]

Property Damage Additional Benefits

These benefits apply at each Situation where Property Damage is insured. Each is paid up to the sub-limit shown in the Schedule (defaults in the Default Schedule Values) and, unless Default Schedule Values says otherwise, in addition to the Sum insured:

• temporary removal of property to other locations;
• debris removal;
• fire brigade charges;
• expediting costs;
• Employees' personal property;
• automatic additions for new property at existing Situations;
• capital additions;
• temporary protection costs;
• landscaping;
• rewriting of records;
• lock replacement following theft of keys;
• prevention of access following insured Damage within the distance shown in the Schedule; and
• loss minimisation costs.

Property Damage Exclusions

In addition to the General Exclusions section, we do not cover under the Property Damage section:

• theft (see the Comprehensive Crime section);
• breakdown of machinery or electronic equipment (see the Equipment Damage section);
• glass breakage (see the Glass section);
• motor vehicles, aircraft and watercraft;
• Money (see the Comprehensive Crime section);
• land, roads, dams and bridges;
• animals and growing plants, except the landscaping benefit;
• property under construction where the contract value exceeds the amount shown in the Schedule; and
• subsidence or landslip, unless directly caused by an Insured event.

Business Interruption

Written for each Situation.

Interruption of the Business

If Damage covered under the Property Damage section at a Situation, or Damage to property in the vicinity of the Premises that prevents access, interrupts the Business during the Period of Insurance, we will pay, during the indemnity period shown in the Schedule:

• loss of gross profit (reduction in turnover less expenses that cease);
• increased cost of working; and
• loss of rent receivable, as shown in the Schedule.

Business Interruption Waiting Period

If the Schedule shows a waiting period, we pay only where the interruption lasts longer than the waiting period. Once it does, we pay from the start of the interruption. Any Excess applies in addition, as the Excess condition provides.

Underinsurance (Gross Profit)

If the gross profit Sum insured is less than the underinsurance percentage shown in the Schedule of the annual gross profit (adjusted for the indemnity period where it exceeds 12 months), we pay only the proportion of the loss that the Sum insured bears to that percentage.

Business Interruption Additional Benefits

Each up to the sub-limit shown in the Schedule (defaults in the Default Schedule Values):

• prevention of access;
• Damage at customers' or suppliers' premises;
• failure of electricity, gas, water or telecommunications supply caused by physical Damage;
• claims preparation costs;
• loss of attraction; and
• closure ordered by a government or council authority.

Business Interruption Exclusions

In addition to the General Exclusions section, we do not cover under the Business Interruption section:

• loss that is not a direct consequence of Damage covered under the Property Damage section, other than loss that the Interruption of the Business clause covers following Damage to property in the vicinity of the Premises, or that the Business Interruption Additional Benefits extension covers;
• loss after the indemnity period;
• fines or contractual penalties for late delivery; and
• loss of market or permanent loss of customers that would have occurred regardless of the Damage.

Comprehensive Crime

Written once for the Business. We will pay your direct financial loss, first discovered during the Period of Insurance, under the insuring clauses below.

Theft

Theft of Contents or Stock from the Premises following forcible and violent entry or exit, or hold-up, including Damage to the Building caused by the theft or attempt.

Money

Loss of Money by Theft, hold-up, accidental loss or destruction, in the custody locations and up to the custody sub-limits shown in the Schedule.

Employee Dishonesty

A Dishonest act of an Employee, acting alone or with others.

Forgery

Forgery or fraudulent alteration of a cheque, payment instruction or other financial instrument drawn on your account.

Computer Fraud

A fraudulent electronic transfer of your funds by a Third party from your accounts without your authority.

Social Engineering Fraud

Where the Schedule shows it as operative, a transfer of your funds by an Employee acting in good faith on a fraudulent instruction from a Third party impersonating a customer, supplier, director or Employee, up to the social engineering sub-limit shown in the Schedule.

Crime Limits and Aggregation

The section limit shown in the Schedule is the most we pay for all loss discovered during the Period of Insurance. The custody sub-limits under the Money clause and the sub-limit under the Social Engineering Fraud clause are part of, not in addition to, the section limit. A Single loss is treated as one loss, subject to one Excess, and is treated as discovered in the Period of Insurance in which Discovery first occurred.

Discovery and Extended Discovery

You must notify us of a loss within 60 days after Discovery, and in any event within the extended discovery period. If this section is cancelled or not renewed, and not replaced by other crime cover, you have an extended discovery period of 90 days after the Period of Insurance ends to discover loss sustained before it ended. The Insurance Contracts Act 1984 (Cth) condition applies.

Social Engineering Verification

For the Social Engineering Fraud clause, we expect you to verify a request to change payment details by contacting the requester using contact details you held before the request. This is not a condition of cover. If you did not verify a request, we will not refuse the claim on that ground; we may reduce our payment only to the extent that failing to verify caused or contributed to the loss, as the Insurance Contracts Act 1984 (Cth) condition and s 54 of the Insurance Contracts Act 1984 (Cth) allow.

Crime Valuation and Recoveries

We value Money at its face value and securities at their market value at the close of business on the day of Discovery, converted into Australian dollars at the Reserve Bank of Australia rate on that day. Other property is valued as the Settling Property Damage provision provides. Amounts recovered after a loss are applied first to reimburse you for loss above the limit or within the Excess, then to us, then to you for any uninsured loss.

Comprehensive Crime Exclusions

In addition to the General Exclusions section (other than the Deliberate Acts exclusion, which applies as it states), we do not cover under the Comprehensive Crime section:

• loss discovered before the Period of Insurance or reported under an earlier policy;
• loss caused by an Employee after a Responsible person knew of a previous Dishonest act by that Employee;
• inventory or profit-and-loss shortages proved only by comparing records;
• loss from an unattended vehicle unless locked and the property concealed from view;
• indirect or consequential loss;
• costs of investigating a loss, except as shown in the Schedule;
• loss of cryptocurrency or other digital assets; and
• a transfer under the Social Engineering Fraud clause where the Schedule does not show that clause as operative.

Glass

Written for each Situation.

Glass Breakage

We will pay for accidental breakage, during the Period of Insurance, of fixed glass, mirrors, glass shelving and counter tops, illuminated signs shown in the Schedule, and lettering or ornamentation on broken glass at a Situation, up to the glass Sum insured for that Situation. We settle by replacing with glass of equivalent quality.

Glass Additional Benefits

Each up to the sub-limit shown in the Schedule (defaults in the Default Schedule Values):

• temporary boarding up;
• frame damage caused by the breakage;
• Damage to Stock in display windows caused by the breakage; and
• alarm reconnection.

Glass Exclusions

In addition to the General Exclusions section, we do not cover under the Glass section:

• scratching or chipping;
• glass in vehicles;
• glass being removed, installed or worked on; and
• breakage in Premises under construction or alteration.

Public and Products Liability

Written once for the Business.

Liability for Injury and Damage

We will pay the compensation you become legally liable to pay for Personal injury or Property damage that happens during the Period of Insurance within the geographical limits shown in the Schedule, in connection with the Business, and for Personal injury or Property damage caused by Your products after they have left your possession. We also pay defence costs we approve. Defence costs are paid in addition to the limit.

Liability Limits

The limit shown in the Schedule is the most we pay for each Occurrence. For Personal injury or Property damage caused by Your products, the limit is also the most we pay for all Occurrences in the Period of Insurance.

Liability Additional Benefits

Each up to the sub-limit shown in the Schedule (defaults in the Default Schedule Values), within the limit:

• tenants' liability for damage to leased premises;
• property in your physical or legal control;
• statutory defence costs;
• wrongful arrest;
• emergency medical expenses; and
• damage to underground services where you followed the before-you-dig enquiry process.

How the Liability Exclusions Apply

We do not cover liability for or arising from the matters in the exclusions that follow in the Public and Products Liability section. The Asbestos exclusion also applies to this section.

Injury to Employees

Personal injury to an Employee arising from employment, where workers' compensation legislation applies or should apply.

Professional Services

Professional advice or services given for a fee.

Vehicles, Aircraft and Watercraft

The use of motor vehicles that must be registered, and aircraft or watercraft longer than the length shown in the Schedule.

Your Own Property

Property damage to property you own.

Product Recall

The cost of recalling, repairing or replacing Your products.

Fines, Penalties and Punitive Damages

Fines and penalties, and punitive, exemplary or aggravated damages.

Contractual Liability

Liability you assume under contract beyond what you would have at law, except under an insured contract shown in the Schedule.

Pollution (Liability)

Pollution, unless it is sudden, identifiable, unintended and unexpected, happens at one time and place, and is discovered within 72 hours.

USA and Canada

Your products exported to, or claims brought in, the United States of America or Canada, unless the Schedule shows otherwise.

Hot Works Away From Your Premises

Hot works away from your Premises, unless the E10 Hot Works endorsement is operative.

Vibration and Removal of Support

Vibration, or the removal or weakening of support, of land or property, except as covered by the underground services benefit in the Liability Additional Benefits extension.

Equipment Damage

Written for each Situation.

Equipment Breakdown and Damage

We will pay for Damage to plant, machinery and electronic equipment at a Situation caused by Breakdown, power surge, or accidental damage during the Period of Insurance, up to the equipment Sum insured for that Situation.

Settling Equipment Damage

We pay the cost of repair, or of replacement with equipment of equivalent specification, less an allowance for wear and tear for items older than the age shown in the Schedule. For electronic equipment we include the cost of reinstating data and programs from backup media up to the data restoration sub-limit.

Underinsurance (Equipment)

The Underinsurance (Property) provision applies to the equipment Sum insured.

Equipment Additional Benefits

Each up to the sub-limit shown in the Schedule (defaults in the Default Schedule Values):

• expediting costs;
• deterioration of refrigerated Stock;
• hire of temporary replacement equipment;
• data restoration; and
• increased cost of working.

Equipment Damage Exclusions

In addition to the General Exclusions section, we do not cover under the Equipment Damage section:

• consumable parts such as belts, tools, bulbs, filters and fuses, unless damaged with another part;
• loss covered by a manufacturer's warranty or maintenance contract;
• gradual deterioration (Gradual Causes);
• equipment not in working order at the start of the Period of Insurance; and
• consequential loss, unless the E04 Equipment Damage Consequential Loss endorsement is operative.

General Property

Written once for the Business.

Portable Business Property

We will pay for Damage to portable business property, anywhere in Australia, during the Period of Insurance, up to the general property Sum insured and the per-item limit shown in the Schedule. Items listed in the Schedule as specified items are covered up to their listed values and are not subject to the per-item limit.

Settling General Property

Replacement as new for items under the age shown in the Schedule; otherwise indemnity value, unless the Schedule shows otherwise.

General Property Exclusions

In addition to the General Exclusions section, we do not cover under the General Property section:

• property left in an unattended vehicle, unless locked and concealed from view;
• mobile phones and laptop computers left unattended in a public place;
• cracking or scratching that does not stop the item working; and
• property lent or hired to others.

Goods in Transit

Written once for the Business.

Damage to Goods in Transit

We will pay for Damage to goods you own or are responsible for while in transit within Australia during the Period of Insurance, carried by your vehicles, a professional carrier, Australia Post or a courier, up to the limit any one conveyance shown in the Schedule. We settle at the lesser of cost price, selling price less profit, or replacement cost.

Declarations of Carryings

The premium for this section is based on your declared annual carryings shown in the Schedule. Within 60 days after the Period of Insurance ends, we may ask you to declare your actual carryings and adjust the premium. Underdeclaration does not reduce a claim payment.

Goods in Transit Exclusions

In addition to the General Exclusions section, we do not cover under the Goods in Transit section:

• goods carried for others for reward;
• livestock, plants, cash, jewellery and works of art;
• inadequate packing;
• temperature change, unless caused by a collision or overturning of the conveying vehicle; and
• goods in an unattended vehicle overnight, unless in a locked building or yard.

Tax Audit

Written once for the Business.

Professional Fees for an Audit

If you first receive an Audit notice during the Period of Insurance, or a later Audit notice arises from facts notified under the Notice of Circumstances condition, we will pay the reasonable professional fees of your accountant or tax agent for responding to it, up to the section limit shown in the Schedule. The section limit is the most we pay for all Audit notices in the Period of Insurance.

Tax Audit Exclusions

In addition to the General Exclusions section, we do not cover under the Tax Audit section:

• tax, duty, interest, penalties or fines;
• fees for preparing returns or work you would have needed in any case;
• an Audit notice received before the Period of Insurance, or arising from facts that a member of the Control group knew before it and did not disclose;
• an audit arising from fraud, deliberate evasion or failure to lodge returns; and
• a voluntary disclosure that is not made in response to an Audit notice.

Cyber

Written once for the Business.

Incident Response

If you first discover a Cyber event during the Period of Insurance, we will pay the reasonable costs of forensic investigation, legal advice, notifying affected individuals and regulators, credit and identity monitoring, and public relations advice, incurred with our agreement.

Cyber Business Interruption

If a Cyber event first discovered during the Period of Insurance interrupts the Business for longer than the waiting period shown in the Schedule, we will pay your loss of gross profit and increased cost of working from the start of the interruption until the end of the indemnity period shown in the Schedule.

Data Restoration

The cost of restoring or recreating your Data damaged or lost in a Cyber event first discovered during the Period of Insurance, to the condition before the event.

Cyber Extortion

The costs of responding to an Extortion threat first made during the Period of Insurance, including any ransom, where we have agreed in writing before payment and the payment is lawful, including under the Sanctions condition.

Privacy and Network Security Liability

The compensation you become legally liable to pay, and defence costs, for a Claim first made against you during the Period of Insurance arising from a Cyber event, a breach of privacy law, or the statutory tort of serious invasion of privacy under the Privacy Act 1988 (Cth), committed on or after the Retroactive date.

Regulatory Defence and Penalties

Defence costs for a regulatory investigation into a Cyber event, and civil penalties to the extent the law allows them to be insured. We do not pay any fine or penalty that the law does not allow to be insured, and we do not pay a criminal fine. [WP REVIEW: confirm insurability of Privacy Act civil penalties.]

Cyber Limits and Aggregation

The section limit shown in the Schedule is the most we pay under this section for the Period of Insurance, including defence costs. Sub-limits shown in the Schedule are part of the section limit. All loss from the same, similar or related Cyber events, or from one campaign by the same person or group, is one event subject to one Excess, and is treated as discovered when the first of them was discovered.

Relationship With Comprehensive Crime

A fraudulent transfer of your funds is covered under the Comprehensive Crime section, not this section, where that section is insured. The Limits and More Than One Section condition says which section pays where both could respond. This section still covers incident response costs arising from the same event.

Cyber Claims-made Conditions

The Privacy and Network Security Liability clause and the Regulatory Defence and Penalties clause cover a Claim first made against you during the Period of Insurance for acts on or after the Retroactive date. All Claims arising from the same, similar or related facts are one Claim, first made when the earliest was first made. The Notice of Circumstances condition applies.

How the Cyber Exclusions Apply

In addition to the General Exclusions section (other than the War exclusion and the Cyber exclusion), we do not cover under the Cyber section the matters in the exclusions that follow.

War and State Cyber Operations

Loss caused by war, or by a cyber operation carried out by or on behalf of a state that has a major detrimental impact on the functioning of a state. This does not apply to your Computer system if it is located outside the state affected and was not itself the target. We must prove that this exclusion applies; in deciding whether a cyber operation is attributable to a state, we may rely on objectively reasonable evidence, including attribution by the government of the state in which your Computer system is located. [WP REVIEW: align with the LMA5564 model clause adopted for the Meridian Cyber wording.]

Infrastructure Failure

Failure of electricity, gas, water, telecommunications, internet backbone or satellite infrastructure not under your control.

Prior Cyber Matters

A Cyber event first discovered, or facts known to a member of the Control group, before the Period of Insurance, or acts before the Retroactive date.

Bodily Injury and Property Damage (Cyber)

Bodily injury or damage to tangible property, other than mental injury arising from a privacy breach.

Betterment

The cost of improving your Computer system beyond its condition before the Cyber event.

Cryptocurrency

Loss of cryptocurrency or other digital assets, including when paid as ransom, unless we agree in writing under the Cyber Extortion clause.

Card Industry Fines

Fines or assessments under a payment card industry agreement, unless the Schedule shows them as covered.

Spam

Unsolicited communications in breach of the Spam Act 2003 (Cth) or the Do Not Call Register Act 2006 (Cth).

Intellectual Property

Infringement of patents or misappropriation of trade secrets.

Management Liability

Written once for the Business. We will pay, for a Claim first made during the Period of Insurance for a Wrongful act committed on or after the Retroactive date, under the insuring clauses below.

Directors and Officers

The Loss of an Insured person that you do not indemnify.

Company Reimbursement

Your Loss in indemnifying an Insured person, to the extent the law permits you to indemnify.

Company Liability

Your own Loss from a Claim against you.

Employment Practices

Loss from an Employment claim.

Statutory Liability

Defence costs, and fines or penalties to the extent the Statutory Insurability exclusion permits, for a proceeding under a statute listed in the Schedule. We do not pay any fine or penalty that the law does not allow to be insured, as the Statutory Insurability exclusion says.

Limits, Advancement and Allocation

The section limit shown in the Schedule is the most we pay for all Claims in the Period of Insurance, including defence costs. Sub-limits shown in the Schedule are part of the section limit. We advance defence costs as they are incurred. If a Final adjudication, or a court's finding, later establishes that an insured is not entitled to them, the insured must repay them, as the Corporations Act 2001 (Cth), sections 199A and 199B condition and the Conduct exclusion provide. Where a Claim involves covered and uncovered matters or parties, we pay the share that fairly reflects the covered part, having regard to the relative legal and financial exposures.

Statutory Insurability

We do not pay any fine or penalty that the law does not allow to be insured. In particular, we do not pay a penalty imposed under work health and safety law in a State or Territory whose law prohibits insurance of it (including New South Wales, Victoria and Queensland), and we do not pay a criminal fine. Loss does not include any of these. Defence costs for those proceedings remain covered, subject to the Corporations Act 2001 (Cth), sections 199A and 199B condition.

[WP REVIEW: confirm the list of jurisdictions that prohibit insurance of WHS penalties; library sources differ on WA and Victoria.]

Corporations Act 2001 (Cth), sections 199A and 199B

Section 199A of the Corporations Act 2001 (Cth) limits the liabilities and legal costs for which a company may indemnify its officers. Section 199B prevents a company from paying a premium for insurance that covers an officer against a liability, other than one for legal costs, arising out of conduct involving a wilful breach of duty in relation to the company, or a contravention of section 182 or 183 of that Act.

To the extent the company pays the premium, this Policy does not cover an Insured person for a liability, other than legal costs, that section 199B prevents the company from insuring. This does not reduce cover for any other liability, or for legal costs.

Where we advance defence costs in a civil penalty or criminal proceeding, the Insured person must repay them if a Final adjudication, or a court's finding, establishes conduct that this Policy or the law does not allow to be covered.

[WP REVIEW: confirm this statement of ss 199A and 199B, and whether cover for a liability within s 199B can be provided where the insured person pays the relevant part of the premium.]

Conduct

We do not cover Loss arising from a deliberately dishonest or fraudulent act, or from an insured gaining a profit or advantage to which it was not legally entitled, but only where this is established by Final adjudication or written admission. Until then we advance defence costs under the Limits, Advancement and Allocation provision. The conduct of one Insured person is not imputed to another Insured person. The conduct of a director or chief financial officer is imputed to you for the Company Liability clause.

Management Liability Claims-made Conditions

All Claims arising from the same, similar or related Wrongful acts are one Claim, first made when the earliest was first made. The Notice of Circumstances condition applies. If we cancel or do not renew this section, you may buy an Extended reporting period of 12 months for Claims for Wrongful acts before cancellation or expiry, by paying the additional premium shown in the Schedule within 30 days. Retired Insured persons have the run-off period shown in the Schedule.

Management Liability Additional Benefits

Each up to the sub-limit shown in the Schedule (defaults in the Default Schedule Values), within the section limit:

• investigation costs;
• work health and safety defence costs; and
• counselling for Employees after a covered Employment claim.

Management Liability Exclusions

We do not cover under the Management Liability section a Claim:

• for Personal injury or Property damage, except mental injury in an Employment claim and defence costs under the Statutory Liability clause;
• for professional services provided to others for a fee;
• by you or a related entity holding more than the shareholding percentage shown in the Schedule, except an Employment claim or a derivative action brought independently;
• arising from facts notified under an earlier policy, or proceedings pending before the pending and prior date shown in the Schedule;
• for the cost of a product recall or a liability covered under the Public and Products Liability section;
• for a Cyber event, except an Employment claim relating to employee data; or
• brought in the United States of America or Canada, or under their laws.

There is no exclusion for your insolvency.

Endorsement Library

An Endorsement applies only where its code is shown in the Schedule. Each modifies only the clause it names, and is read together with the variables shown for it in the Schedule. Other terms of this Policy continue to apply. If a variable an Endorsement needs is not shown in the Schedule, the default in the Default Schedule Values applies; if there is none, the Endorsement does not apply until we show the variable in the Schedule.

E01 Accidental Damage

The Insured Events clause is extended to include accidental Damage not otherwise excluded, up to the accidental damage sub-limit and Excess shown in the Schedule.

Schedule variables: Situations; accidental damage sub-limit; Excess.

E02 Flood

Flood is removed from the storm and flood event in the Insured Events clause, or limited to the flood sub-limit shown in the Schedule, as the Schedule states.

In this Endorsement, flood means the covering of normally dry land by water escaping or released from the normal confines of a lake, river, creek or other natural watercourse, reservoir, canal or dam.

Schedule variables: Situations; removed or limited; flood sub-limit.

E03 Seasonal Stock Increase

The Stock Sum insured at a Situation is increased by the percentage shown in the Schedule during the months shown in the Schedule.

Schedule variables: Situations; percentage increase; months.

E04 Equipment Damage Consequential Loss

The Equipment Damage section is extended to loss of gross profit and increased cost of working following Breakdown covered under the Equipment Breakdown and Damage clause, for the indemnity period and up to the sub-limit shown in the Schedule. The Consequential Loss exclusion does not apply to this cover.

Schedule variables: indemnity period; sub-limit.

E05 Increased Tenants' Liability

The tenants' liability sub-limit in the Liability Additional Benefits extension is increased to the amount shown in the Schedule.

Schedule variables: tenants' liability sub-limit.

E06 Increased Property in Physical or Legal Control

The property in physical or legal control sub-limit in the Liability Additional Benefits extension is increased to the amount shown in the Schedule.

Schedule variables: property in control sub-limit; special excess (optional).

E07 Product Recall Costs

We pay the reasonable costs you incur, with our written agreement, to recall Your products from the market or from your customers, where you or a government authority decide during the Period of Insurance that a fault in Your products is likely to cause Personal injury or Property damage. Recall costs are the costs of notifying people of the recall, collecting and transporting the products, storing and destroying them, and the extra staff and advertising the recall needs. We pay up to the recall sub-limit shown in the Schedule, which is an aggregate for the Period of Insurance and is part of the limit of the Public and Products Liability section. The Excess applies.

We do not pay for repairing, replacing or refunding the price of Your products, for your lost profit or loss of reputation, or for a recall that a fault a member of the Control group knew about before the Period of Insurance caused. The Product Recall exclusion does not apply to the recall costs this Endorsement covers, and continues to apply to all other costs of recalling, repairing or replacing Your products.

Schedule variables: recall sub-limit (aggregate).

E08 Minor Contract Works

The Property Damage Exclusions exclusion does not exclude Damage to property under construction at a Situation where the contract value is no more than the amount shown in the Schedule for this Endorsement.

Schedule variables: Situations; maximum contract value.

E09 Interests of Lessors and Financiers

The interest of each lessor or financier listed in the Schedule is noted as an Interested party under the Subrogation and Interested Parties condition.

Schedule variables: names of lessors and financiers; property in which each has an interest.

E10 Hot Works

The Hot Works Away From Your Premises exclusion does not apply where, for each hot works job away from your Premises, you hold any permit required, remove or protect combustible material within the distance shown in the Schedule, keep a fire extinguisher at hand, and keep watch for the time shown in the Schedule after the work ends. The Insurance Contracts Act 1984 (Cth) condition applies to these requirements.

Schedule variables: clearance distance; fire watch time; special excess (optional).

E11 Voluntary Workers' Personal Accident

A voluntary worker is a person who does voluntary work for the Business and who is not paid for it, other than reimbursement of expenses. Voluntary work is work the Business asks the person to do, or agrees to the person doing, in the ordinary activities of the Business, including travelling directly to or from it. Disablement means a permanent injury of a kind listed as a disablement covered in the Schedule, confirmed by a registered medical practitioner.

We pay the benefits shown in the Schedule if a voluntary worker suffers accidental bodily injury while doing voluntary work for the Business during the Period of Insurance, resulting in death or a Disablement.

A voluntary worker may also be within the definition of Employee, which includes volunteers. This Endorsement applies to that person as a voluntary worker, and its benefits are not liability cover. It does not change the Injury to Employees exclusion, which continues to apply to a claim made against you by that person. We do not pay a benefit under this Endorsement for an injury for which workers' compensation is payable.

Schedule variables: benefits; disablements covered; number of voluntary workers.

E12 Specified Occupations

For the occupation shown in the Schedule, the conditions listed in the Schedule apply to the sections listed beside them. The Insurance Contracts Act 1984 (Cth) condition applies to each condition.

Schedule variables: occupation; conditions; sections to which each condition applies.

Default Schedule Values

These are the defaults that apply where the Schedule does not show another amount. Each figure is a Schedule value: an issuer may vary it in the Schedule without amending this wording.

Exclusion Applicability Table

This table says which of the General Exclusions section apply to which section. An exclusion applies to every section not named in the second column, and applies as modified to the sections named in the third column.

Licence and Trademark Notice

This wording's text is licensed under Creative Commons Attribution 4.0 International (CC BY 4.0). The licence applies to the wording text only. It does not extend to, and no licence is granted in, the "Meridian" name, the Cuttleflow Systems name, logo, bearing mark, or any other trademark, trade dress, or brand asset, all of which remain the property of their respective owners and may not be used without separate permission.

An adopting agency's own schedule, endorsements, and other materials prepared for use with this wording are not required to be released under CC BY 4.0 merely because they are used together with this wording; CC BY 4.0 requires only that you attribute the wording text you use.

This wording is provided for general use and adaptation. Adopting agencies and their advisers are responsible for obtaining their own legal, regulatory, and reinsurance advice before use, and use of this wording requires the approval of the relevant capacity provider, and a Product Disclosure Statement and target market determination where the law requires them. Any Wording Partner review and sign-off letter issued in respect of this wording runs to Cuttleflow Pty Ltd t/a Cuttleflow Systems only and does not constitute legal advice to any adopting agency or insured.

Designed for the Australian market. Assumes application of the Insurance Contracts Act 1984 (Cth). Users are responsible for their own legal review, regulatory compliance, and reinsurance alignment.