Professional Indemnity Scheme
Insuring Clauses
The Underwriters will indemnify the Assured to the extent and in the manner detailed herein against any claim for which the Assured may become legally liable, first made against the Assured and notified to the Underwriters during the period of this Certificate arising out of the professional conduct of the Assured's business alleging:
1. Neglect, Error or Omission
any neglect, error or omission including breach of contract occasioned by same.
2. Dishonesty of Employees
any dishonest, fraudulent, criminal or malicious act(s) or omission(s) of any person employed at any time by the Assured. The Assured will not be indemnified against any claim or loss, resulting from the dishonest, fraudulent, criminal or malicious act(s) or omission(s) perpetrated after the Assured could reasonably have discovered or suspected the improper conduct of the employee(s). No indemnity shall be provided to any person committing or condoning any dishonest, fraudulent, criminal or malicious act(s) or omission(s).
3. Intellectual Property Rights
any claim arising from unintentional breach or infringement of or unauthorised use of confidential information, trade secrets, patents, copyrights, of the systems or programs of others.
4. Libel and Slander
any claim arising from the publication or utterance of a libel or slander.
5. Loss of Documents
Underwriters will indemnify the Assured up to the Limit of Indemnity as specified in the Schedule against:
- legal liability which the Assured may incur by reason of any claim first made against the Assured and notified to the Underwriters during the period of the Certificate in consequence of documents having been lost, damaged, destroyed, mislaid, distorted or erased;
- all costs, charges and expenses incurred by the Assured in replacing or restoring such documents;
- all costs, charges and expenses incurred by the Underwriters or by the Assured with the written consent of the Underwriters in the defence settlement or investigation of any claim to establish liability as described in (i) above;
For the purposes of this Section the Excess shall be £250 and the amount of any costs, charges and expenses incurred by the Assured as described in (ii) and (iii) above shall be supported by bills and accounts. Indemnity is conditional upon the documents having been entrusted to or deposited with or by the Assured in the ordinary course of their business and where lost or mislaid have been the subject of diligent search by the Assured.
6. Specialist Consultants/Sub-Contractors
Underwriters will indemnify the Assured in respect of any liability for claims falling within the operative clause arising out of the activities of Specialist Consultants, Sub-Contractors or any other person(s) or entity acting on the Assured's behalf and for whom the Assured are responsible. Provided always that underwriters shall become subrogated to all rights of recourse of the Assured, such rights to be fully maintained by the Assured.
Policy Definitions
1. "Assured" shall include the following persons, but only in respect of work undertaken for and on behalf of the Assured:
- Any person who at any time is has been or may become during the period of this Certificate a partner or director.
- Any person who is or has been employed under a contract of service including Self Employed Persons.
- The estates and/or the legal representatives in the event of the death or incapacity of the Assured or of any of the persons defined in (i) and (ii) above.
2. "Documents" shall include agreements, plans, records, deeds, books, letters, certificates, documents or forms of any nature whatsoever, whether written, printed or reproduced by any other method and computer programs or information stored on data carrying media, and shall exclude any bearer bonds or coupons, stamps, bank or currency notes or other negotiable instruments.
3. "Limit of Indemnity"
Underwriters' liability shall be limited to the sum specified in the Schedule and the Limit of Indemnity will include all costs and expenses incurred with Underwriters' written consent in the investigation, defence or settlement of any claim which falls to be dealt with hereunder.
4. "Uninsured Excess" shall mean the amount specified in the Schedule which shall be borne by the Assured at their own risk and the Underwriters' liability shall only be in excess of this amount except where stated otherwise and will not apply to costs and expenses incurred with the Underwriters' prior consent.
5. "Claim" shall mean any one claim or series of claims arising out of one occurrence or circumstance or series of occurrences or circumstances consequent upon or attributable to one source or original cause and the Excess shall only apply once in respect of such claim or series of claims.
Exclusions
Underwriters will not provide indemnity against:
1. Any claim or loss alleging death or bodily injury to any person or physical loss or damage to property (except in so far as indemnified by the Loss of Documents Extension), unless such claim or loss arises out of advice, design, specification or formula.
2. Any claim or circumstance known to the Assured prior to the inception of this Certificate and which the Assured at such time knew or should have reasonably assumed might result in a claim against the Assured.
3. Any claim or loss arising out of any circumstances or matter which has or should have been notified under any Policy or Certificate of Insurance in force prior to the inception of this Certificate.
4. Any claim or loss in respect of which the Assured is entitled to indemnity under any other Policy or Certificate of Insurance.
5. Any claim made against the Assured by any entity in which the Assured exercises a controlling interest unless such claim originates from an independent third party.
6. Any fines, penalties, punitive or exemplary damages or other non-compensatory damages of any kind, except that this exclusion shall not apply to damages for defamation which are not specifically identified by the Court to be punitive or exemplary damages.
7. Any fees claimed back by a customer of the Assured due to or allegedly due to total non-performance of the Assured's contractual obligations to that customer unless such fees form part of a compromise settlement involving a claim for damages.
8. Any claim or loss arising out of:
- the sale and/or supply of hardware, other than advice given in connection therewith;
- the recommendation of any goods or products where their use is not in accordance with the manufacturer's intended specification.
9. Any claim directly or indirectly caused in whole or in part by or arising from
- ionising radiations or contaminations by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel or, the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof, or
- war, invasion, acts of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power, confiscation, nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority.
10. Any claim or claims made or actions instituted within the United States of America or Canada or any territories which come within the jurisdiction of the United States of America or Canada. It also being understood that Underwriters have no liability to investigate or defend the Assured against such claim or claims or be liable to enforce a judgement obtained in any court of the United States of America or Canada or any territories which come within the jurisdiction of the United States of America or Canada.
11. Any claim or claims made arising from work undertaken in the United States of America or Canada or any territories which come within the jurisdiction of the United States of America or Canada.
12. Any claim arising directly or indirectly out of or in any way connected with:
- the actual, alleged or anticipated failure or inability of any computer or electronic device or component or system or embedded programming or software, whether or not owned by or in the possession of the Assured:
... correctly to assign any date to the correct day, week, month, year or century; or
... correctly to recognise or compute any date which is or is intended to be beyond 31 December,1999 ; or
... to continue to operate as it would have done had its date, the true date or any other date relevant to any function being carried out by it been prior to 1 January 1999: - the use of any arbitrary, ambiguous or incompletely defined date in any data, software or embedded programming, whether or not owned by or in the possession of the Assured.
- any measures taken with the intention of averting or mitigating any of the above.
Notwithstanding this exclusion, Underwriters shall indemnify the Assured for costs and expenses incurred (with Underwriter's written consent) in the investigation, defence or settlement of any claim relating to such matters. However, in respect of such costs and expenses Underwriters' total aggregate liability shall not exceed £25,000 in all for the Period of Insurance which amount is part of and not in addition to the Limit of Indemnity stated in Item 5 of the Schedule. Furthermore, any such payments will be subject to a minimum uninsured excess of £1,000 each and every claim and in addition to this the Assured will bear 15% of the total payment made by Underwriters.
13. Any claim arising from work undertaken prior to the Date of Establishment as declared in answer to Questions 1(b) of the Application Form. Where no date has been declared then the inception date of cover will apply in this respect.
General Conditions
1. In the event that the Assured and Underwriters fail to agree on any settlement of a claim recommended by the Underwriters and the Assured shall elect to contest or continue any legal proceedings in connection therewith then the Underwriters' liability for such claim, in addition to the costs and expenses incurred with Underwriters' consent up to the date of such failure to agree, shall not exceed the amount for which the claim could have been so settled, less the Excess and subject always to the Limit of Indemnity available under this Certificate.
