Education and Training Professional Indemnity Insurance

About This Policy

This policy, together with your schedule and any endorsements, forms your contract of insurance with us. Please read all documents together and let us know if anything is incorrect.

Words shown in bold have special meanings defined in the Definitions section.

This wording implements the notification-of-circumstances protection required by s.40(3) of the Insurance Contracts Act 1984 (Cth) — see the Notification of Circumstances clause. Before you enter into this contract, your insurer or its distributor must give you written notice of the effect of s.40(3) as required by s.40(1) of that Act.

Who This Policy Is For

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.

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 stated in your schedule as current at inception applies for the life of your policy period, unless your schedule or an endorsement states otherwise.

Schedule

(Completed separately for each policy — contains your specific details)

The schedule shows:

• Named insured and any subsidiary

• Professional services covered

• Policy period — start and end dates

• Retroactive date

• Governing law — the State or Territory of Australia whose law governs this policy (see the Governing Law condition)

• Limit of liability — the most we will pay for all claims combined

• Sub-limits — lower limits for specific cover types, including any that differ from the defaults in the Sub-Limits provision

• Excess — the amount you pay first on each claim

• Premium — including stamp duty and GST

• Court attendance daily rate, if different from the policy default of $500 (see the Court Attendance extension)

• Newly acquired subsidiary revenue threshold, if different from the policy default of $5,000,000 (see the Newly Acquired Subsidiaries extension)

• Any compulsory insurance requirement that we know applies to you (see the Compulsory Insurance Requirements condition)

• Endorsements that change the standard terms, and any endorsement schedule (for example, the premium for a run-off extension offered and agreed under Endorsement E01)

Definitions

When the following words appear in bold in this policy, they have the meanings set out below.

What Is Covered

Claims Against You

If a claim is first made against you during the policy period, and the claim arises from your business activity performed on or after the retroactive date within the geographical limits, we will pay:

(a) any loss you become legally liable to pay; and

(b) your defence costs,

for any actual or alleged:

• (i) negligence, breach of duty, or failure to exercise reasonable care and skill
• (ii) negligent misstatement, misrepresentation, or misleading advice
• (iii) breach of confidence or misuse of confidential information
• (iv) infringement of copyright, trademark, or moral rights, or passing off
• (v) unintentional defamation
• (vi) breach of the Competition and Consumer Act 2010 (Cth) or any state or territory fair trading legislation, in connection with your professional services
• (vii) dishonesty of your employees (where you are liable to a third party for your employee's conduct)
• (viii) any other civil liability arising from your professional services

unless excluded under the What Is Not Covered section.

A formal complaint or proceeding before a professional disciplinary body is a claim within paragraph (e) of the definition of Claim. For that claim we pay only your defence costs, whether or not the allegation falls within heads (i) to (viii). We do not pay any fine, penalty, costs order in favour of the body, or cost of complying with an order, condition or direction made against you. The most we will pay for those defence costs in the policy period is the sub-limit for disciplinary defence costs in the Sub-Limits provision. The Inquiry Costs extension applies to an investigation or inquiry that has not yet become a formal complaint or proceeding.

Notification of Circumstances

If during the policy period you become aware of any fact, matter, or circumstance that might give rise to a claim against you, and you tell us about it in writing during the policy period, then any claim that later arises from those facts will be treated as a claim first made during this policy period. This clause implements s.40(3) of the Insurance Contracts Act 1984 (Cth). If that section gives you greater protection than this clause, it applies instead.

Your written notice should include, as far as you are able: (a) the reasons why you think a claim might arise; (b) the details of the act, error, or omission involved; (c) the identity of any potential claimant (if known); and (d) an estimate of the potential value (if possible).

Avoiding a Potential Claim

This extension applies where: (a) your client disputes a fee or other amount you claim they owe for your professional services, and has given you specific reasons for that dispute that, if accepted, would found a claim against you under the Claims Against You clause; (b) your client has threatened, in writing or otherwise on the record, to bring such a claim for an amount exceeding the disputed fee; and (c) we reasonably consider that paying you the disputed amount is likely to avoid that claim being made. This extension applies only if the claim you are avoiding would be covered under the Claims Against You clause, including its requirement that your business activity was performed on or after the retroactive date.

Before acting under this extension, we will give you reasonable notice of our intention and consider any objection you raise. If we proceed, we may pay you the disputed amount (above the excess), and you agree not to pursue your client for that amount.

This extension does not limit your right to make a claim, and does not affect the trigger for a claim under the Claims Against You clause, if a claim is later made despite our payment under this extension. If a claim is still made, our total payment including what we have already paid under this extension will not exceed the limit of liability. If you later recover the debt, you must repay us less your reasonable collection expenses.

Extensions of Cover

The following extensions are included automatically and are subject to the limit of liability unless a separate sub-limit is stated.

Loss of Documents and Data

If during the policy period any document or electronic data necessary for your business activity — whether in tangible or electronic form — is lost, corrupted, damaged, or destroyed while in your care, custody, or control, we will pay the reasonable cost of restoring or replacing it, with our prior written consent. This extension responds regardless of whether the cause is a Cyber Event as described in the Cyber Event exclusion: that exclusion applies to your liability to third parties, and does not affect your own first-party cost of restoring your own documents or data under this extension.

First-Party Dishonesty

If during the policy period you discover that an employee has caused you a direct financial loss through dishonest or fraudulent conduct — intending to cause you loss and to obtain a personal financial benefit beyond their normal compensation — we will pay your direct financial loss. We will deduct any amounts the employee owes you or any property of the employee that you hold.

The most we will pay under this extension in the policy period is the sub-limit for first-party dishonesty in the Sub-Limits provision.

Statutory Liability

We will pay insurable fines, penalties, and defence costs arising from a prosecution or formal regulatory proceeding brought against you during the policy period under any Australian statute, in connection with your business activity performed on or after the retroactive date. The most we will pay under this extension in the policy period is the sub-limit for statutory liability in the Sub-Limits provision.

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.

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

We do not pay any amount arising from conduct that a Final adjudication establishes was deliberate or reckless. Until then, we advance defence costs under the Defence Costs provision. If a Final adjudication, or a court's finding, then establishes conduct that this policy or the law does not allow to be covered, the insured person concerned must repay the defence costs advanced for it.

Where an insured person who is a director or officer of the company is the subject of the prosecution or proceeding, the Corporations Act 2001 (Cth), sections 199A and 199B condition also applies.

Inquiry Costs

We will pay your defence costs in responding to a formal investigation or inquiry by a regulator (including ASIC, OAIC, ACCC, or a state or territory equivalent) into your conduct in connection with your business activity performed on or after the retroactive date, provided the investigation is first notified to us during the policy period.

This extension applies to a formal investigation or inquiry that has not yet become a claim within paragraph (c) of the definition of Claim. If the investigation or inquiry becomes such a claim, cover for it continues under the Claims Against You clause instead of this extension, and the trigger, limit, and excess applicable to a claim apply from that point.

A formal complaint or proceeding before a professional disciplinary body is a claim within paragraph (e) of the definition of Claim. Cover for it is under the Claims Against You clause, not this extension.

Continuous Cover

If a claim is made against you during the policy period and: (a) it arises from an act, error, or omission you should have notified under a previous PI policy; (b) no member of the control group, and no insured person who is claimed against, knew about it at the time; (c) you had continuous PI cover in the interim; and (d) this policy provides equivalent or narrower cover than the previous policy — we will cover the claim as if it had been properly notified under the previous policy, subject to the terms of this policy, except that our liability will not exceed the lower of the limit of liability under this policy and the limit of liability that applied under the previous policy at the time of the act, error, or omission.

Mitigation Costs

We will pay the reasonable costs you incur, with our prior written consent, to prevent or reduce a loss that would otherwise be covered by this policy.

Public Relations Costs

Following a claim covered by this policy, we will pay the reasonable costs of engaging a public relations consultant to protect or restore your professional reputation. The most we will pay under this extension in the policy period is the sub-limit for public relations costs in the Sub-Limits provision.

Court Attendance

If any insured person or employee attends court, a tribunal, or an arbitration as a witness in connection with a claim covered by this policy, we will pay the amount shown in the schedule for each day or part-day of attendance required by us (or $500 for each day or part-day if no amount is shown in the schedule). The most we will pay under this extension in the policy period is the sub-limit for court attendance in the Sub-Limits provision.

Newly Acquired Subsidiaries

If during the policy period you acquire or create a new subsidiary, it is automatically covered for 60 days — provided its annual revenue does not exceed the amount shown in the schedule for this purpose (or $5,000,000 if no amount is shown) and its business activity is the same as or similar to yours. You must tell us within 60 days; we may adjust the premium or terms.

Joint Ventures

We will cover your liability arising from a claim in connection with a joint venture in which you hold an interest of 50% or more, but only to the extent that the liability arises from your own acts, errors, or omissions, or your own proportionate share of the joint venture's liability under the arrangement governing it. We do not cover liability arising solely from the acts, errors, or omissions of another joint venture participant, except to the extent you are liable for them at law and that liability arises from your business activity.

Predecessor Practices

We will cover claims arising from the business activity of any predecessor practice, as if the predecessor practice's work had been performed by you.

Run-Off Cover

If the company permanently ceases to carry on its business activity during the policy period (for any reason other than merger or acquisition), this policy continues, without additional premium, until the end of the policy period to cover claims first made against you and notified to us before the end of the policy period. All terms, conditions, exclusions, and the limit of liability continue to apply. This clause confirms that the company ceasing to practise does not end cover before the end of the policy period. The cover under this paragraph ends at the end of the policy period and is not extended beyond that date, except as set out below. An insured person other than the company ceasing to practise does not start run-off cover under this clause.

You may ask us for a quotation to extend cover under this policy for claims first made after the end of the policy period, for a period of up to 84 months after the end of the policy period (or such other maximum period as is shown in the schedule). We will respond to a request made under this paragraph within 30 days of receiving it. We are not obliged to offer terms for an extension, and may decline to offer an extension or may offer one on conditions we consider appropriate. If we agree to offer an extension, it is implemented under Endorsement E01, for the period, on payment of the premium, and subject to the terms shown in the schedule or endorsement schedule for that endorsement.

Nothing in this extension affects your rights, or our obligations, under the Notification of Circumstances clause or s.40(3) of the Insurance Contracts Act 1984 (Cth). A fact, matter, or circumstance you notify to us in accordance with the Notification of Circumstances clause before the end of the policy period remains covered as a claim first made during the policy period, whether or not you request, or we offer or agree to, an extension of run-off cover under this clause.

Subcontractors and Outsourcers

We will cover you for any claim arising from work performed on your behalf by a subcontractor or outsourcer, provided the work falls within your business activity.

Failure to Educate

We cover you for a claim by a student, or a person paying for a student, that you failed to provide the education, training or assessment that you promised or that the law required, including a claim arising from the cancellation of a qualification or statement of attainment that you issued.

The cover is for compensation for loss that your failure caused, such as the cost of replacement training or assessment. It does not extend to the refund of tuition fees, which is dealt with by the Fee Refunds exclusion, or to liability greater than the liability you would have at law, which is dealt with by the Contractual Liability exclusion.

Re-assessment and Re-issue Costs

If a regulator finds that your assessment of students did not meet the standards that apply, and the finding is made against you in a claim, or you tell us about it as a circumstance under the Notification of Circumstances clause, during the policy period, and the assessments were made on or after the retroactive date, we will pay the reasonable costs, incurred with our consent, of re-assessing the affected students, providing additional training to them, and re-issuing their qualifications or statements of attainment.

The most we will pay under this extension in the policy period is the sub-limit shown in the schedule, or $50,000 if no sub-limit is shown, which is part of the limit of liability.

Education Regulators

We also pay defence costs under the Inquiry Costs extension for an audit, investigation or inquiry into your conduct by an education regulator, including ASQA, TEQSA, the Victorian Registration and Qualifications Authority, the Training Accreditation Council of Western Australia, and a state or territory school registration authority, that is prompted by a complaint, an allegation or a suspected breach. For this purpose that audit, investigation or inquiry is treated as a formal investigation or inquiry by a regulator.

This extension does not cover the cost of a routine registration or re-registration audit, or any other audit that the regulator carries out as part of its regular monitoring and not because of a complaint, allegation or suspected breach.

Teachers, Contractors and Volunteers

A teacher, trainer, assessor or tutor engaged by you as a contractor, and a volunteer acting for you, is an insured person for the professional services they provide on your behalf.

What Is Not Covered

We do not cover any claim, loss, or liability:

Bodily Injury and Property Damage

Arising from the death, bodily injury, illness, or disease of any person, or from physical loss of or damage to tangible property — unless the liability arises directly from a breach of your professional duty of care in performing your business activity.

Abuse

Arising from the sexual, physical or psychological abuse, molestation or harassment of any person, or from any failure to prevent, detect, report or respond to it, whether the claim is for negligence, breach of a non-delegable duty or any other cause of action.

This exposure is designed to be covered under an abuse liability policy.

[WP REVIEW: confirm that this exclusion, which also removes cover for failure to report abuse, is compatible with any insurance condition of school or registered training organisation registration.]

Employer's Liability

Arising from your obligations or conduct as an employer, including wrongful dismissal, discrimination, harassment, or breach of employment law.

This exposure is designed to be covered under a management liability or employment practices liability policy.

Directors' and Officers' Liability

Arising from an insured person's personal liability as a director or officer of any entity other than the company, or from the management of the company (as distinct from the performance of professional services for clients).

This exposure is designed to be covered under a directors' and officers' liability policy.

Cyber Event

Arising from: (a) unauthorised access to or interference with your computer system or data; (b) ransomware, malware, or denial-of-service attacks; (c) failure of your computer system's security; or (d) loss, theft, or unauthorised disclosure of data held electronically — unless the liability arises directly from a breach of your professional duty of care performing business activity for a client.

This exposure is designed to be covered under a cyber insurance policy.

Financial Services

Arising from the provision of a financial service or a credit activity, including financial product advice, dealing in or arranging dealing in a financial product, funds management, and credit activities, as those terms are used in the Corporations Act 2001 (Cth) or the National Consumer Credit Protection Act 2009 (Cth).

This exclusion does not apply to a service that is shown in the schedule as a professional service and that you are licensed or authorised to provide, including as an authorised representative or credit representative, under the Corporations Act 2001 (Cth) or the National Consumer Credit Protection Act 2009 (Cth).

For the avoidance of doubt, this exclusion does not apply to audit, review or insolvency work, or to a report, valuation or assessment prepared for a disclosure document or a public report, where that work is shown as a professional service and does not involve financial product advice, dealing in a financial product or a credit activity.

[WP REVIEW: confirm that limiting this exclusion to financial services and credit activities, as those terms are used in the two Acts, leaves audit, insolvency and disclosure-document work covered and does not leave a gap for activity regulated by APRA or another regulator.]

Products

Arising from the design, manufacture, supply, distribution, sale, or recall of any tangible product.

This exposure is designed to be covered under a products liability policy.

Contractual Liability

For any liability you assume under a contract that is greater than the liability you would have at law without the contract.

Deliberate and Dishonest Acts

Arising from any act, error, or omission you deliberately, dishonestly, fraudulently, criminally, or maliciously commit, condone, or ignore — but only to the extent that a Final adjudication establishes that you personally committed, condoned, or participated in that conduct. Until Final adjudication, we will advance defence costs under the Defence Costs provision. If Final adjudication then establishes that this exclusion applies, you must repay the defence costs advanced in connection with that conduct, in accordance with the Defence Costs provision.

However: we will still cover any insured person who did not personally commit, condone, or participate in the conduct — this protection applies separately to each insured person, and a Final adjudication establishing the conduct against one insured person does not, of itself, establish that conduct against another insured person. This exclusion does not apply to the First-Party Dishonesty extension or to the cover for dishonesty of your employees under the Claims Against You clause.

Prior Known Circumstances

Arising from any fact, matter, or circumstance that a member of the control group, or the insured person seeking cover, knew about or ought reasonably to have known about before the start of this policy period (or before we first agreed to insure you, if earlier), and that the person knew, or ought reasonably to have known, might lead to a claim against you.

This exclusion applies to the company on the knowledge of a member of the control group, and to an insured person on that insured person's own knowledge. The knowledge of one insured person is not imputed to another insured person: see the Individual Treatment of Insured Persons obligation.

War and Terrorism

Arising from: (a) war (whether or not declared), invasion, hostilities, rebellion, revolution, insurrection, civil unrest, or the use or usurpation of military power, or any similar belligerent act; or (b) terrorism as defined by relevant Australian or foreign law.

Sanctions are dealt with in the Sanctions condition.

Nuclear

Arising from nuclear reaction, radiation, or radioactive contamination, however caused.

Asbestos

Arising from or in connection with asbestos in any form, including its mining, manufacture, distribution, installation, presence, removal, or disposal.

Pollution

Arising from pollution — unless the pollution is sudden, accidental, unintended, and unexpected, and results directly from your business activity.

Trading Debts and Business Losses

For: (a) fees, charges, or debts owed to you; (b) your lost profit, mark-up, or overheads; (c) any trading loss or loss of any client, contract, or business opportunity; or (d) your liability for GST or any other tax.

Fee Refunds

For the refund or re-crediting of tuition fees, student loan amounts or levies, including amounts payable under a tuition protection scheme, except to the extent that a court or tribunal orders them as compensation for your negligence.

Research

Arising from research, clinical trials or product development, other than research carried out by students as part of their course.

Related Party Claims

For any claim brought by: (a) any entity that controls you, is controlled by you, or is under common control with you; (b) any person or entity holding a financial, executive, or managerial interest of 15% or more in you; or (c) any entity in which you hold such an interest. However: this exclusion does not apply to a claim based on your liability to an independent third party arising directly from the performance of your business activity for that third party.

Non-Compensatory Payments

For fines, penalties, punitive damages, exemplary damages, aggravated damages, or multiple damages — except where cover for fines or penalties is specifically provided under the Statutory Liability extension.

How Much We Will Pay

Limit of Liability

The most we will pay for all claims and defence costs combined during the policy period is the limit of liability shown in your schedule. This is an aggregate limit — it applies to all claims combined, regardless of how many are made or how many insured persons are involved.

Automatic Reinstatement

Despite the Limit of Liability provision, if payments under this policy reduce or exhaust the limit of liability, it is reinstated once during the policy period, in full and without additional premium.

The reinstated limit of liability:

(a) is available only for a claim that does not arise from the same, similar or related acts, errors or omissions as a claim already paid under this policy; and

(b) does not increase the most we will pay for any one claim, which remains the limit of liability.

The most we will pay for all claims during the policy period is twice the limit of liability.

Sub-Limits

Where a sub-limit is shown — in this wording or the schedule — it is the most we will pay for that type of cover. Sub-limits are included within — not in addition to — the limit of liability, unless the schedule states otherwise.

Unless the schedule shows a different amount, the following default sub-limits apply for the policy period. If the limit of liability is lower than a default sub-limit, the limit of liability applies.

Defence Costs

Defence costs are included within the limit of liability and reduce the amount available to pay compensation, unless the schedule states that defence costs are payable in addition to the limit. We will advance defence costs as they are incurred, without waiting for the final outcome of a claim. If a claim is later found not to be covered, you must repay any defence costs advanced for the uncovered portion, subject to the Allocation provision where the claim was only partly covered.

Where a claim involves conduct excluded under the Deliberate and Dishonest Acts exclusion, repayment of defence costs advanced in connection with that conduct is required only after a Final adjudication establishes that the exclusion applies, consistent with the Insurance Contracts Act 1984 (Cth) condition.

Excess

You must pay the excess shown in the schedule as the first part of each claim, applied to loss and defence costs combined unless the schedule states otherwise. The excess applies even where a claim involves only defence costs.

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.

Paying Out the Limit

At any time during a claim, we may pay you the limit of liability (or whatever remains after earlier payments) and our obligation to defend or pay further amounts will end. We will give you reasonable notice and the opportunity to take over the defence at your own cost before doing so.

Allocation

Where a claim involves both: (a) amounts covered and amounts not covered under this policy; or (b) an insured and a person or entity who is not insured under this policy — we and you must use reasonable endeavours to agree a fair and reasonable allocation of loss and defence costs between the covered and uncovered amounts, parties, or causes of action, having regard to their relative legal and financial exposures. An allocation agreed or determined under this provision does not itself determine whether conduct is excluded under the Deliberate and Dishonest Acts exclusion; that question is determined only by Final adjudication, and advancement continues in the meantime on the terms of the Defence Costs provision.

If we and you cannot agree an allocation within a reasonable time, the dispute will be determined by Senior Counsel — mutually agreed between us and you or, failing agreement within 21 days, nominated by the President of the Bar Association or Bar Council of the State or Territory whose law governs this policy under the Governing Law condition. The Senior Counsel's determination of a fair and reasonable allocation is binding on us and you.

Pending an allocation being agreed or determined, we will advance defence costs on a fair and reasonable interim allocation, subject to the Defence Costs provision.

Your Obligations

These obligations apply subject to the Insurance Contracts Act 1984 (Cth) condition and the Individual Treatment of Insured Persons obligation.

Tell Us About Claims

You must tell us in writing as soon as reasonably practicable after you become aware that a claim has been made against you. Tell us: (a) who is making the claim and what they allege; (b) when you first became aware; (c) details of the act, error, or omission involved; and (d) your estimate of the potential value if you can.

Tell Us About Circumstances

Tell us during the policy period about any fact, matter, or circumstance you first become aware of that might give rise to a claim. This protects you — see the Notification of Circumstances clause.

Examples: a client has expressed serious dissatisfaction and may seek compensation; you have discovered a significant error in advice you gave; a regulator has contacted you about a formal investigation; you have received a complaint through a professional body.

Do Not Admit Liability

Do not admit liability, make any offer or promise to pay, or agree to settle any claim without our written consent. We will not unreasonably withhold or delay consent.

Cooperate With Us

Give us all information, documents, and assistance we reasonably need to handle the claim. Attend any meetings, examinations, or proceedings we reasonably require.

Mitigate Your Loss

Take all reasonable steps to prevent or reduce any loss that might be covered by this policy.

Preserve Our Recovery Rights

Do not do anything after a claim is made that might prejudice our right to recover from any third party. If we pay a claim, we may take action in your name to recover what we have paid.

Tell Us About Other Insurance

Tell us about any other insurance that might cover the same loss.

Tell Us About Changes

Tell us as soon as reasonably practicable about any material change to your business that might affect this policy — for example, new types of professional services, a merger, or a new subsidiary.

Under the Insurance Contracts Act 1984 (Cth), we cannot refuse your claim solely because you failed to tell us about a change unless the change caused or contributed to the loss or prejudiced our interests — see also the Insurance Contracts Act 1984 (Cth) condition.

Individual Treatment of Insured Persons

Each insured person's cover is assessed individually. A failure by one insured person to comply with the Tell Us About Claims obligation, the Tell Us About Circumstances obligation, the Do Not Admit Liability obligation, the Cooperate With Us obligation, the Mitigate Your Loss obligation or the Preserve Our Recovery Rights obligation, or any knowledge, act, error, omission, or non-disclosure of one insured person, does not affect the cover of another insured person who did not know of, participate in, or contribute to that failure, knowledge, act, error, omission, or non-disclosure. This section does not affect the Deliberate and Dishonest Acts exclusion or its Final adjudication and non-imputation mechanics, which continue to apply according to their terms.

General Conditions

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.

Your Duty of Disclosure

Before you enter into, renew, extend, or vary this policy, you have a duty to tell us anything you know (or could reasonably be expected to know) that would be relevant to our decision to insure you and on what terms. This is a non-consumer contract; the duty described in this condition is owed to us by the company, as the party proposing this contract. What the company knows is what a member of the control group knows.

[WP REVIEW: confirm that treating the company's knowledge as the knowledge of its control group is consistent with the duty of disclosure under the Insurance Contracts Act 1984 (Cth).]

You do not need to tell us about matters: (a) that reduce the risk; (b) that are common knowledge; (c) that we know or should know as an insurer; or (d) that we have said we do not need to know.

If the company does not tell us something it should have, we may, to the extent permitted by the Insurance Contracts Act 1984 (Cth), reduce our liability for a claim proportionately or, where the non-disclosure was fraudulent, avoid this policy. We will not avoid this policy, or reduce the cover of an insured person, because of a non-disclosure by another insured person, unless that insured person seeking cover personally knew of the relevant matter and knew it should have been disclosed. As between us and each insured person, this duty and its consequences are assessed individually — see also the Deliberate and Dishonest Acts exclusion and the Individual Treatment of Insured Persons obligation.

Licences, Registrations and Accreditations

Where a law, or an accreditation scheme under which you provide a service, requires the person who provides that service to hold a licence, registration, accreditation or endorsement, the service is a professional service under this policy only if it is provided by a person who holds it, or under the direct control and supervision of such a person to the extent that the law or scheme permits.

This condition looks at whether the licence, registration, accreditation or endorsement was held when the service was provided. If it lapses or is cancelled later, cover for a service already provided is not affected.

[WP REVIEW: confirm that this status condition is not a warranty within the Insurance Contracts Act 1984 (Cth), and that it operates as intended with the savings for acts after the contract was entered into.]

Compulsory Insurance Requirements

This condition applies where a law, or a requirement made under a law by a regulator or licensing body, requires you to hold professional indemnity insurance with minimum terms in order to provide your professional services. Each such requirement is a compulsory insurance requirement. The schedule lists any compulsory insurance requirement that we know applies to you. A requirement that is not listed in the schedule still applies if the law makes it apply to you.

For a claim to which a compulsory insurance requirement applies, a term of this policy applies only to the extent that the requirement permits it. This includes the retroactive date, an exclusion, a sub-limit, the excess, reinstatement and run-off. Where a term is not permitted, this policy is read as providing the cover, excess terms, reinstatement and run-off that the requirement prescribes, and we will pay what the requirement obliges an insurer to pay. If the requirement prescribes a minimum limit that is higher than the limit of liability shown in the schedule, this condition does not increase the limit of liability: you are responsible for choosing a limit at least equal to the minimum.

We pay an amount under this condition to the person the requirement says is entitled to it. That is you, unless the requirement gives the claimant a right to be paid directly, in which case it is the claimant. An amount we pay under this condition reduces the limit of liability in the same way as any other payment, and the Automatic Reinstatement provision applies to it.

If we pay an amount only because of this condition, and we would not otherwise have been liable to pay it under this policy, you must repay that amount to us, to the extent that the law and the requirement allow us to recover it.

[WP REVIEW: confirm for each compulsory insurance requirement whether the insurer may recover from the insured, whether the requirement lets a claimant claim directly, whether the retroactive date and exclusions can be read down in this way, and whether leaving the limit of liability unchanged is acceptable.]

Professional Standards Schemes

If you are a member of a scheme approved under professional standards legislation in a state or territory of Australia, and the scheme limits your occupational liability, this policy is intended to meet the insurance standard that the scheme sets for its members.

For a claim to which the scheme applies, if a term of this policy is inconsistent with that insurance standard, the standard applies to the extent of the inconsistency.

This condition does not increase the limit of liability. You are responsible for choosing a limit of liability that is at least the amount the scheme requires.

[WP REVIEW: confirm which approved schemes apply to each profession, their insurance standards and caps, and whether an insured who chooses a lower limit loses the benefit of the scheme's cap.]

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.]

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.

[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.]

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.

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 your rights for any claim or circumstance that you notified to us before the cancellation took effect.

Governing Law

This policy is governed by the laws of the State or Territory of Australia shown in the schedule as the governing law at the start of the policy period. If the schedule shows none, it is governed by the laws of the State or Territory in which the named insured has its principal place of business at the start of the policy period.

Jurisdiction

You and we submit to the non-exclusive jurisdiction of the courts of the State or Territory whose law governs this policy under the Governing Law condition, and the courts that hear appeals from those courts.

GST

Tell us the extent of any input tax credit you are entitled to claim for the premium. If you do not, we will assume you are entitled to a full input tax credit.

When we pay a claim, we will reduce our payment by any input tax credit you are entitled to for that payment, as required by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Several Liability

If more than one insurer is shown in the schedule, each is responsible only for its own share. One insurer's share is not increased by the failure of another to pay.

Assignment

You cannot transfer this policy to another person or entity without our prior written consent.

Entire Agreement

This policy, the schedule, and any endorsements form the entire agreement between you and us about this insurance. No one has authority to change this policy unless the change is recorded in an endorsement.

Disputes and Complaints

If you are unhappy with a decision, please contact us. We will follow our internal dispute resolution process and try to resolve the matter within 30 days.

If you are not satisfied, you can refer the matter to the Australian Financial Complaints Authority (AFCA) — www.afca.org.au | info@afca.org.au | 1800 931 678. AFCA provides a free and independent dispute resolution service. Time limits may apply.

Privacy

We collect your personal information to assess your application, administer your policy, and handle claims, in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy is available on our website and on request.

Headings and References

Clauses in this policy are identified by their headings, not by numbers. A reference in this policy, the schedule, or an endorsement to a clause by its heading (for example, "the Financial Services exclusion") is a reference to the clause with that heading in the version of this policy that applies to you.

Headings do not otherwise limit or extend the meaning of the clause they introduce.

How to Make a Claim

1. Contact your broker or contact us directly at the details shown in the schedule.
2. Provide written details of the claim or circumstance — see the Tell Us About Claims obligation and the Tell Us About Circumstances obligation for what to include.
3. We will acknowledge your notification and assign a claims manager.
4. We will work with you to investigate and manage the claim and keep you informed of progress.
5. Do not admit liability or agree to any settlement without our written consent — see the Do Not Admit Liability obligation.

Endorsement Library

The following endorsement is available and may be attached to this policy as shown in the schedule.

Endorsements E02 (defence costs in addition to the limit of liability), E04 (contractual liability buy-back), E05 (pollution liability buy-back), E06 (United States and Canada jurisdiction extension), E07 (increased sub-limits), E08 (additional reinstatements) and E10 (excess layer) are not yet available in this version.

Wordings for particular professions are published separately. Each sets out its own endorsements.

Education and Training Endorsements

The following endorsements apply to this policy only when the schedule shows that they apply.

Third-Party Delivery Exclusion

We do not cover any claim, loss or liability arising from training or assessment delivered on your behalf, or under your registration, by a third party that is not your employee, including under an auspicing, partnership or licensing arrangement.

International Students Sub-limit

For all claims arising from services to international students, including services as an education agent, the most we will pay in total, including defence costs, is the sub-limit shown in the schedule for this endorsement. The sub-limit is part of, and not in addition to, the limit of liability.

VET Student Loans Exclusion

We do not cover any claim, loss or liability arising from your participation in the VET Student Loans program, including any requirement to repay or re-credit loan amounts.

High-Risk Practical Training Exclusion

We do not cover any claim, loss or liability arising from practical training in high-risk work, including work that requires a high-risk work licence, working at heights, confined spaces, driving, aviation, maritime and firearms training.

Increased Re-assessment Sub-limit

The sub-limit for the Re-assessment and Re-issue Costs extension is increased to the amount shown in the schedule for this endorsement.

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. 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.