Insurance Intermediaries 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.

This policy is written for Australian financial services licensees, Australian credit licensees and their representatives. It is designed to meet the professional indemnity insurance requirements that ASIC sets for those licensees, and the Compulsory Insurance Requirements condition applies where it would otherwise fall short of them.

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

• Your Australian financial services licence or Australian credit licence, or the licensee you represent, with its number

• Professional services covered

• Any representative who is insured under a separate policy that gives you a right of indemnity (every other representative is an insured person: see the Representatives extension)

• Policy period — start and end dates

• Retroactive date

• Limit of liability — the most we will pay for all claims combined (see the Limit of Liability provision)

• Sub-limits — lower limits for specific cover types, including any sub-limit for AFCA determinations

• Whether defence costs are included within the limit of liability. If the schedule says nothing, they are payable in addition, as the Defence Costs provision sets out

• Excess — the amount you pay first on each claim

• Premium — including stamp duty and GST

• Court attendance daily rate and aggregate amount, if different from the policy defaults of $500 a day and $25,000 (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)

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

• Endorsements that change the standard terms, and any endorsement schedule (for example, the period and premium of a run-off extension that we have offered and you have accepted under the Run-Off Cover extension)

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) fraud or dishonesty of your employees and representatives (where you are liable to a third party for their conduct)
• (viii) breach of an obligation under the Corporations Act 2001 (Cth) or the National Consumer Credit Protection Act 2009 (Cth) in providing your professional services, including a best interests obligation, to the extent that it gives rise to a liability to pay compensation
• (ix) any other civil liability arising from your professional services

unless excluded under the What Is Not Covered section.

Notification of Circumstances

If during the policy period you become aware of any fact, matter, or circumstance that might reasonably be expected to 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).

Your written notice must include: (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.

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.

An extension that covers a claim, an investigation, an inquiry or a proceeding applies only if it is first made against you during the policy period and arises from your business activity performed on or after the retroactive date, unless the extension says otherwise. The Loss of Documents and Data extension and the First-Party Dishonesty extension apply to events you discover during the policy period.

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.

Representatives

We cover you for your liability for the conduct of your representatives in providing financial services or credit activities, including fraudulent or dishonest conduct and conduct outside the authority you gave them, where a law makes you liable to the client for that conduct. This extension does not apply to a service that the Licences, Registrations and Accreditations condition says is not a professional service.

Each representative is an insured person for the professional services they provide as your representative, unless the schedule states that the representative is insured under a separate policy that gives you a right of indemnity.

This extension does not affect the Deliberate and Dishonest Acts exclusion, which continues to apply to any representative who committed, condoned or took part in the conduct.

AFCA Determinations

We will pay, as loss, any amount that you are required to pay under a determination of AFCA, including compensation, interest and costs it awards, even if a court would not have ordered you to pay that amount. [WP REVIEW: confirm that paying an AFCA determination amount that a court would not have ordered is insurable.] We will also pay any amount you agree to pay to resolve a complaint in AFCA conciliation or negotiation, if we consented to it.

Responding to a complaint in the way your internal dispute resolution obligations require is not an admission of liability for the Do Not Admit Liability obligation. You must not offer or agree to pay compensation to resolve a complaint without our consent, which we will not unreasonably withhold or delay.

If the schedule shows a sub-limit for AFCA determinations, it is the most we will pay for amounts under this extension in the policy period. It is part of the limit of liability.

Premium and Claims Money

The cover for fraud or dishonesty of your employees and representatives under the Claims Against You clause includes their misappropriation of premium, claims money or other money that you hold for a client or an insurer, where you are liable for it to a third party who did not take part in the conduct.

We also pay your own loss of that money where an employee caused it, as the First-Party Dishonesty extension provides. That extension covers employees only, so it does not pay your own loss caused by a representative who is not an employee.

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.

Statutory Liability

We will pay your defence costs, and any fine or penalty that the law allows to be insured, arising from a prosecution or formal regulatory proceeding first brought against you during the policy period and notified to us during the policy period, under any Australian statute, in connection with your business activity performed on or after the retroactive date.

A prosecution or proceeding is first brought against you when you are first notified of it in writing. If it follows a formal investigation or inquiry covered by the Inquiry Costs extension, or a claim, it is first brought when that investigation, inquiry or claim was first made against you.

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. We also do not pay any amount arising from deliberate or reckless conduct.

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

The Corporations Act 2001 (Cth), sections 199A and 199B condition applies to this extension for an insured person. Where we advance defence costs in a civil penalty or criminal proceeding against an insured person, we advance them as they are incurred, and 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 what s 199B of the Corporations Act 2001 (Cth) and public policy allow for ASIC civil penalty proceedings against the licensee and its officers. This extension is not on the settled-generosity register: the underwriter should confirm it is intended.]

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 or inquiry is first made against you during the policy period and you notify us of it during the policy period. It is first made against you when you are first notified of it in writing, as the definition of Claim provides for a claim of the kind described in paragraph (c).

This extension applies to a formal investigation or inquiry that is not yet a claim within paragraph (c) of the definition of Claim. If the investigation or inquiry becomes such a claim, it is the same event, not a second one: it is treated as a single claim first made on the date the investigation or inquiry was first made against you, cover for it continues under the Claims Against You clause instead of this extension, and the limit and excess applicable to a claim apply from that point.

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) you did not know 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.

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 aggregate amount shown in the schedule, or $25,000 if none is shown.

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

If a claim is first made against you during the policy period in connection with a joint venture, and the claim arises from your business activity performed on or after the retroactive date, we will cover your liability, 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

If a claim is first made against you during the policy period and arises from the business activity of a predecessor practice performed on or after the retroactive date, we will cover it as if the predecessor practice's work had been performed by you.

Run-Off Cover

If you permanently cease to practise during the policy period (for any reason other than merger or acquisition), this policy automatically continues, without additional premium, 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 automatic cover ends at the end of the policy period and is not extended by this extension beyond that date, except as set out below.

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 takes effect only when we issue an endorsement that shows the period, the premium and the terms, and you pay the premium.

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

If a claim is first made against you during the policy period and arises from work performed on your behalf, on or after the retroactive date, by a subcontractor or outsourcer, we will cover it, provided the work falls within your business activity.

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.

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.

Investment Performance

For any loss of value of, or failure to achieve a return on, an investment or financial product because of market movements.

This exclusion does not apply to the extent that the loss was caused by your negligence, or your breach of duty, in providing your professional services.

Insurer Insolvency

Arising from the insolvency of an insurer, reinsurer, underwriting agency or premium funder with which you placed or arranged business.

This exclusion does not apply to a claim that you were negligent, or breached your duty, in choosing or monitoring the insurer, reinsurer, underwriting agency or premium funder, even if it later became insolvent.

[WP REVIEW: confirm that carving back negligent selection of an insurer is consistent with RG 126 and the intended scope of this exclusion.]

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.

For the company, conduct is the company's conduct only where a member of the control group committed, condoned, or ignored it. The conduct of any other person is not imputed to the company, and the company remains covered for its liability for that conduct, including under the Claims Against You clause.

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. See also the Individual Treatment of Insured Persons obligation. 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: (a) that you 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 (b) that you knew, or ought reasonably to have known, might lead to a claim against you.

For this exclusion, the company knew, or ought reasonably to have known, only what a member of the control group knew or ought reasonably to have known. An insured person knew, or ought reasonably to have known, only what that insured person knew or ought reasonably to have known. What one insured person knew is not imputed to another insured person, or to the company, unless that person is a member of the control group. See the Individual Treatment of Insured Persons obligation.

Lodging a report with ASIC about a reportable situation is not, by itself, knowledge that a fact, matter or circumstance might lead to a claim.

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 by the Sanctions condition, not by this exclusion.

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.

Related Party Claims

For any claim brought by a related party. 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 levies under the Compensation Scheme of Last Resort, levies or fees payable to ASIC or AFCA, 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 under this policy for all claims 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. The most we will pay for any one claim is also the limit of liability, whether or not the limit has been reinstated.

Defence costs are paid as the Defence Costs provision sets out. The limit may be reinstated once, as the Automatic Reinstatement provision sets out.

Taken together, and unless the schedule states otherwise:

• the most we will pay for loss for all claims in the policy period, including after reinstatement, is twice the limit of liability;
• defence costs are payable in addition to that amount, up to one further limit of liability in total for the policy period, which is not reinstated; and
• so the most we will pay in total for all claims in the policy period is three times the limit of liability.

If the schedule states that defence costs are included within the limit of liability, defence costs reduce the limit, and the most we will pay in total for all claims in the policy period, including after reinstatement, is twice the limit of liability.

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 as loss for any one claim, which remains the limit of liability.

The most we will pay as loss for all claims during the policy period, including after reinstatement, is twice the limit of liability. Defence costs are dealt with by the Defence Costs provision and are not reinstated.

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.

Defence Costs

Defence costs are payable in addition to the limit of liability, up to a further amount equal to the limit of liability in total for all claims during the policy period, unless the schedule states that defence costs are included within the limit. That further amount is not reinstated under the Automatic Reinstatement provision. If defence costs are included within the limit, they reduce the amount available to pay compensation. 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 reasonably be expected to 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, and the company'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, or of the company, who did not know of, participate in, or contribute to that failure, knowledge, act, error, omission, or non-disclosure. The exception is that the knowledge, acts, omissions and failures of a member of the control group count as the company's. 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.

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.]

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.]

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.

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 and the Representatives extension work together as follows. If a service is one that your licence, or a representative's authorisation, permits, the Representatives extension applies to it even where the representative acted outside the authority you gave them. If no one acting under your licence was permitted to provide the service, this condition applies and the service is not a professional service.

[WP REVIEW: confirm that this ordering of the Licences condition and the Representatives extension is consistent with the cover RG 126 requires for representatives' conduct.]

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.

For a claim to which a compulsory insurance requirement applies, this policy is to be read as providing at least the cover, limit of liability, excess terms, reinstatement and run-off that the requirement prescribes. Where this policy would otherwise provide less, we will pay what the requirement obliges an insurer to pay.

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 that recovering from you an amount paid only because of this condition is consistent with s 912B of the Corporations Act 2001 (Cth) and the compensation arrangements it requires, with s 54 of the Insurance Contracts Act 1984 (Cth) and with unfair contract terms law, and that it does not make the minimum cover illusory.]

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 cover for a claim first made, or a circumstance notified, before the cancellation takes effect.

Governing Law

This policy is governed by the law of the State or Territory of Australia shown in the schedule for this purpose. If none is shown, it is governed by the law of the State or Territory in which the named insured had its principal place of business at the start of the policy period. The governing law is fixed at the start of the policy period and does not change if the named insured later moves.

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 Prior Known Circumstances 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

Endorsements E01 to E10, which earlier drafts of this wording listed, are not yet available in this version.

An endorsement applies only if the schedule shows it. Endorsements for particular professions are shown in the wording for that profession.

Insurance Intermediaries Endorsements

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

An endorsement does not apply to the extent that a law, or a requirement of ASIC, requiring you to hold this insurance does not permit the cover it removes to be excluded or limited.

Insurer Insolvency Buy-back

We will not apply the Insurer Insolvency exclusion where, when you placed the business, the insurer or reinsurer was authorised by APRA, or held a financial strength rating of at least A- from S&P Global Ratings or an equivalent rating from another recognised agency.

Exceeding Authority Sub-limit

For all claims arising from a claim by an insurer that you exceeded the authority given to you under a binding authority or binder, 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.

Life Risk Insurance Advice Exclusion

We do not cover any claim, loss or liability arising from personal advice to a retail client about a life risk insurance product.

[WP REVIEW: confirm that excluding personal advice to retail clients on life risk insurance is a deliberate trade-off. It removes core regulated advice, and the endorsements preamble saves only the cover the law requires.]

Premium Funding

Arranging premium funding for your clients, including as an introducer or agent of a premium funder, is a professional service under this policy, to the extent that you are authorised to provide it under your licence or any credit licence or exemption that applies.

This endorsement does not affect the Insurer Insolvency exclusion, which continues to apply to the insolvency of a premium funder.

Strata Insurance Remuneration Exclusion

We do not cover any claim for the repayment or refund of commission, fees or other remuneration that you or a related party received for arranging strata insurance, or any claim alleging that such remuneration was not disclosed or was excessive.

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.