DAC. Irish Solicitors Professional Indemnity Insurance Policy

Transcription

1 AmTrust Interntionl Underwriters DAC Irish Soliitors Professionl Indemnity Insurne Poliy AmTrust Interntionl Underwriters An AmTrust Finnil Compny AmTrust Interntionl Underwriters DAC (AIU) Soliitors Professionl Indemnity Poliy Plese red this (Inluding ny endorsements nd the shedule whih forms n Integrl prt of the) to ensure tht it meets your requirements Importnt notie to the Insured This insurne is legl ontrt, plese red it refully to ensure tht it is in ordne with your requirements nd tht you understnd its terms nd onditions. The Insurne Broker or other intermediry who rrnged this insurne should e ontted immeditely if ny orretion is neessry. Generl informtion This is underwritten y AmTrust Interntionl Underwriters DAC whose registered offie is t 40 Westlnd Row, Dulin 2, Irelnd, D02 HW74 AmTrust Interntionl Underwriters DAC registered in Irelnd under registrtion numer AmTrust Interntionl Underwriters DAC is regulted y the Centrl Bnk of Irelnd. This is dministered y Aon on Our ehlf. Aon is regulted y the Centrl Bnk of Irelnd.

2 1 Introdution 1.1 Prties to this greement This Soliitors Professionl Indemnity Insurne is ontrt etween the Insured nd the Insurer s delred in the Shedule. This doument, together with its Shedule nd ny tthed endorsements is the Poliy. It is legl ontrt so plese red ll of it refully. 1.2 Poliy Period nd Premium This Poliy provides insurne s desried in this Poliy for the Coverge Period in onsidertion of the premium nd other hrges eing pid to nd epted y the Insurer s shown in the Shedule. The premium is deemed pid nd epted on reeipt y the Insurer or the intermediry ppointed to ple this insurne with the Insurer. Txes, levies nd other relevnt fisl hrges re pyle in ddition to the premium. 1.3 Bsis of the ontrt All informtion supplied y the Insured in onnetion with this pplition for insurne inluding ny proposl form, pplition form or informtion howsoever otherwise supplied y or ehlf of the Insured will e inorported into nd form the sis of the Poliy. 1.4 Signture In evidene of the Insurer s intention to e ound y this Poliy, it prints the signture of its Chief Exeutive Offier. 2 Insuring Cluses 2.1 Civil Liility The Insurer grees to indemnify the Insured ginst ivil liility inurred y n Insured rising from ny provision of Legl Servies in onnetion with the Firm's Prtie provided tht: Clim in respet of suh ivil liility is: i) first mde ginst the Insured during the Coverge Period; nd ii) notified to the Insurer during the Coverge Period or within three (3) working dys immeditely following the end of the Coverge period; or Clim in respet of suh liility is first mde during or fter the Coverge Period nd: i) rises from Cirumstnes first notified to the Insurer during the Coverge Period; or ii) rises from Cirumstnes first notified to the Insurer within three (3) working dys immeditely following the end of the Coverge Period provided tht the Insured ws wre of the Cirumstnes during the Coverge Period.

3 2.2 Continuous Coverge Histori Clims Notwithstnding the provisions of luse 2.1 nd sujet to the provisions of luse 2.2.2, this Poliy indemnifies the Insured ginst ivil liility inurred y the Insured rising from ny provision of Legl Servies where: Clim in respet of suh liility: i) is first mde ginst the Insured during n indemnity period (the Relevnt Period ) of professionl indemnity insurne poliy (the Relevnt Poliy ) held y the Firm with the Insurer in respet of n indemnity period ommening on or fter 1 Deemer 2013; nd ii) is first notified to the Insurer during the Coverge Period; the Insured mintined Qulifying Insurne with the Insurer without interruption from the Relevnt Period until the dte of notifition of the Clim to the Insurer; nd the Clim would hve een overed y the Relevnt Poliy, suh Clim to e referred to herein s Histori Clim Where the Insurne is underwritten on o-insurne sis, the Insurer shll only e lile in respet of Histori Clim where the Insurer provided over to the Insured ontinuously nd without interruption from the Relevnt Period until the dte of notifition of the Histori Clim Limit of liility for Histori Clims The liility of the Insurer in respet of ny one Histori Clim referred to in luse shll not exeed the lesser of the Limit of Indemnity of the Insured under this Poliy nd the Limit of Indemnity of the Insured under the Relevnt Poliy In the se of o-insurne, ny liility of n Insurer in respet of ny one Histori Clim referred to in luse shll not exeed the lesser of the Insurer s proportion of the Limit of Indemnity of the Insured under this Poliy nd the Insurer s proportion of the Limit of Indemnity of the Insured under the Relevnt Poliy. Self-insured Exess for Histori Clims Notwithstnding the provisions of luse 5.2 of this poliy, the Exess pyle y the Insured in respet of Histori Clim referred to in luse shll e the higher of the Exess pplile to this Poliy nd the Exess pplile to the Relevnt Poliy. Histori Cirumstnes Notwithstnding the provisions of luse 2.1 nd sujet to the provisions of luse 2.2.7, this Poliy indemnifies the Insured ginst ivil liility inurred y the Insured rising from ny provision of Legl Servies where Clim in respet of suh liility is first mde ginst the Insured during or fter the Coverge Period nd: rises from Cirumstnes whih:

4 i) the Insured first eme wre of, or ought resonly to hve eome wre of, during the Relevnt Period of the Relevnt Poliy held y the Firm with the Insurer in respet of n Indemnity period ommening on or fter 1 Deemer 2013; nd ii) re first notified to the Insurer during the Coverge Period; the Insured mintined Qulifying Insurne with the Insurer without interruption from the Relevnt Period until the dte of notifition of the Cirumstnes to the Insurer; nd the Clim would hve een overed y the Relevnt Poliy, suh Cirumstnes to e referred to herein s Histori Cirumstnes Where the Insurne is underwritten on o-insurne sis, the Insurer shll only e lile in respet of Clim rising from Histori Cirumstnes where the Insurer provided over to the Insured ontinuously nd without interruption from the Relevnt Period until the dte of notifition of tht Clim Limit of Liility for Histori Cirumstnes The liility of the Insurer in respet of ny one lim referred to in luse rising from Histori Cirumstnes shll not exeed the lesser of the Limit of Indemnity of the Insured under this Poliy nd the Limit of Indemnity of the Insured under the Relevnt Poliy In the se of o-insurne, ny liility of the Insurer in respet of ny one lim referred to in luse rising from histori irumstnes shll not exeed the lesser of the Insurer s proportion of the Limit of Indemnity of the Insured under the Insurne nd the Insurer s proportion of the Limit of Indemnity of the Insured under the Relevnt Poliy Self-insured Exess for Histori Cirumstnes Notwithstnding the provisions of luse 5.2 of this poliy, the Exess pyle y the Insured in respet of Clim referred to in luse rising from histori irumstnes shll e the higher of the Exess pplile to this Poliy nd the Exess pplile to the Relevnt Poliy. 2.3 Preeding Prtie The Insurer indemnifies eh Insured ginst ivil liility to the extent tht suh liility rises from ny provision of Legl Servies in onnetion with Preeding Prtie, provided tht: Clim in respet of suh liility is: i) first mde ginst n Insured during the overge period; nd ii) notified to the Insurer during the Coverge Period or within three (3) working dys immeditely following the end of the Coverge Period; or Clim in respet of suh liility is first mde during or fter the Coverge Period nd; i) rises from Cirumstnes first notified to the Insurer during the Coverge Period; or

5 ii) rises from Cirumstnes first notified to the Insurer within three (3) working dys immeditely following the end of the Coverge Period provided tht the Insured ws wre of suh Cirumstnes during the Coverge Period. For the purposes of the over ontemplted in this luse, the Insurne inludes: i) eh Prtnership or sole prtitioner who rried on the Preeding Prtie; ii) iii) iv) eh trustee, nominee, servie or dministrtion ompny owned y the persons referred to in prgrph (i) ove from time to time; eh diretor or offier of ny suh ompny s is referred to in prgrph (ii) ove from time to time; eh Prinipl nd former Prinipl of ny Prtnership referred to in prgrph (i) ove; v) eh Employee nd former Employee of ny Prtnership or sole prtitioner or ompny referred to in prgrphs (i) nd (ii) ove; nd vi) the estte or legl personl representtives of ny person referred to in this luse who is deesed or leglly inpitted. 2.4 Sueeding Prtie The Insurer grees to indemnify the Insured ginst ivil liility to the extent tht it rises from ny provision of Legl Servies in onnetion with Sueeding Prtie to the Firm's Prtie provided tht: Clim in respet of suh liility is: i) first mde ginst n Insured during the Coverge Period; nd ii) notified to the Insurer during the Coverge Period or within three (3) working dys immeditely following the end of the Coverge Period; or Clim in respet of suh liility is first mde during or fter the Coverge Period nd: i) rises from Cirumstnes first notified to the Insurer during the Coverge Period; or ii) rises from Cirumstnes first notified to the Insurer within three (3) working dys immeditely following the end of the Coverge Period provided tht the Insured ws wre of suh Cirumstnes during the Coverge Period. For the purposes of the over ontemplted in this luse, this Insurne inludes: i) eh Prtnership or sole prtitioner who rries on the Sueeding Prtie; ii) eh trustee, nominee, servie or dministrtion ompny owned y the persons referred to in prgrph (i) ove from time to time;

6 iii) iv) eh diretor or offier of ny suh ompny s is referred to in prgrph (ii) ove from time to time; eh Prinipl nd former Prinipl of ny Prtnership referred to in prgrphs, (i) nd (ii) ove; v) eh Employee nd former Employee of ny Prtnership or sole prtitioner or ompny referred to in prgrphs (i) nd (ii) ove; nd vi) the estte or legl personl representtives of ny person referred to in this luse who is deesed or leglly inpitted. 2.5 Defene Costs The Insurer grees to indemnify the Insured ginst Defene Costs in reltion to: ny Clim referred to in luses 2.1, 2.3 nd 2.4; ny Cirumstne referred to in luses 2.1, 2.3 nd 2.4. Suh osts shll e met y the Insurer when they re determined, due nd pyle The liility of the Insurer for Defene Costs in reltion to Clim whih exeeds the Limit of Indemnity is limited to the proportion of suh Defene Costs tht the Limit of Indemnity ers to the totl mount pid or pyle to dispose of the Clim. 3. Co-Insurne 3.1 If this Poliy is underwritten y more thn one Insurer eh Insurer shll e severlly lile only for its respetive proportion of liility nd this Poliy nd/or Shedule shll stte the respetive proportions of liility of eh of the relevnt insurers. 3.2 If this Poliy is underwritten y more thn one Insurer the Led Insurer shll e stted nd in ddition to ny restrition to ny proportionte limit of Defene Costs in ordne with this Poliy nd this Poliy nd/or Shedule my provide tht eh insurer s liility for Defene Costs is further limited to the extent of the proportion of tht insurer s liility (if ny) in reltion to relevnt Clim. 4. Limittions nd Exlusions This Poliy does not over, exludes nd shll not fford ny indemnity in respet of ny Clim or Cirumstne or ny relted Defene Costs rising from or relting whtsoever to ny of the following: 4.1 Deth or Bodily Injury This Poliy does not over nd exludes ny liility of ny Insured for using deth or Bodily Injury, sve tht this Poliy nonetheless overs liility for psyhologil injury or emotionl distress (inluding ut not limited to stress-relted lims). 4.2 Property This Poliy does not over nd exludes ny liility for ny t or omission whih results in or ontriutes to dmge to, or destrution or physil loss of ny property of ny kind whtsoever, other thn property in the re, ustody or ontrol of ny

7 Insured in onnetion with the Firm s Prtie nd not oupied or used in the ourse of the Firm s Prtie, unless suh liility is osioned y the Insured eing in reh of professionl duty in the performne of or filure to perform Legl Servies. 4.3 Previous Cover This Poliy does not over nd exludes ny liility for ny lims where nother professionl indemnity ontrt for period erlier thn the Coverge Period entitles the Insured to e indemnified in respet of the sme Clim. 4.4 Frud or Dishonesty This Poliy does not over nd exludes ny liility of the Insurer to indemnify ll Insureds under this Poliy to the extent tht ny ivil liility or relted Defene Costs rise from the dishonesty of or frudulent t or omission ommitted or ondoned y ny Insured. 4.5 Trding Dets This Poliy does not over nd exludes ny liility for ny trding loss or personl det inurred y the Insured. 4.6 Prtnership Agreement this Poliy does not over nd exludes ny liility of the Insurer to indemnify the Insured ginst ny tul or lleged reh or other relief in respet of disputes relting to the memership of nd rights nd oligtions relting to memership of the Firm, or disputes relting to or rising out of the Prtnership Agreement etween two or more persons omprising or formerly omprising the Firm. 4.7 Soliitors Ats Sve s speifilly provided in the Regultion nd/or the Minimum Terms nd Conditions this Poliy does not over ny liility of the Insurer to indemnify the Insured ginst ny loss ourring s result of ny proess or proeedings rought ginst the Insured y or on ehlf of the Lw Soiety or ny other person so entitled to ensure ompline with, or onsequent on the reh (or lleged reh) y the Insured of ny provisions of the Soliitors Ats 1954 to 2015 or ny regultions mde thereunder or in respet of Misondut (inluding, for the voidne of dout, ny osts inurred y n Insured in defending or resisting proeedings seeking n wrd ginst tht Insured of the nture desried in luse () the definition of Clim in the definitions setion of this poliy). 4.8 Insured ting s their own Lwyer This Poliy does not over nd exludes ny liility of the Insurer to indemnify the Insured ginst ny liility in respet of trnstion where the Insured hs ted s his or her own lwyer sve nd exept where nother Soliitor or Registered Lwyer in the Firm onerned hs on fide ted t rm s length for the Insured onerned in respet of ny suh trnstion or where the Clim is y on fide third prty in respet of suh trnstion. 4.9 Clims/exposure to risk outside Irelnd This Poliy does not over nd exludes ny liility of the Insurer to indemnify the Insured ginst ny loss ourring or ny liility rising in onnetion with: ny prt of the Firm s Prtie rried on from offies of the Firm loted outside the Repuli of Irelnd, or

8 ny dvie given or tion tken or omitted to e tken y the Insured in reltion to ny lw other thn the lw of the Repuli of Irelnd (whih inludes the Europen Union lw where the sme forms prt of the lw of the Repuli of Irelnd) Contrts This Poliy does not over nd exludes ny liility of the Insurer to indemnify the Insured ginst: wrongful termintion y the Insured of, or ny other tul or lleged reh y the Insured of, or ny other relief limed ginst the Insured in respet of ny ontrt for supply to or use y the Insured of servies nd/or mterils nd/or equipment nd/or other goods Diretors Liility This Poliy does not over nd exludes ny liility of the Insurer to indemnify ny nturl person in their pity s diretor or offier of ompny other thn n dministrtion, nominee servie or trustee ompny in respet of whih over is provided pursunt to this poliy exept tht: this Poliy does over ny liility of tht person whih rises from reh of duty in the performne of (or filure to perform) Legl Servies; nd this Poliy does over eh other Insured ginst ny virious or joint liility Employment This Poliy does not over nd exludes ny liility of the Insurer to indemnify ny Insured in respet of ny Clim or Cirumstne rising out of: wrongful dismissl, or ny other lleged or tul reh, or ny other relief in respet of ny ontrt of employment (inluding ut not limited to stress relted lim rought y n Employee ginst the Firm where suh lim rises out of the employment reltionship etween tht Employee nd the Firm), where suh dismissl or reh is lleged or suh relief is sought ginst the Insured Wr, Terrorism, Asestos nd Rdition This Poliy does not over nd exludes ny liility of the Insurer to indemnify ny Insured in respet of losses diretly or indiretly used y: wr, riot, ivil ommotion, terrorism nd other hostilities; sestos or ny tul or lleged sestos relted injury or dmge involving the use, presene, existene, detetion, removl, elimintion or voidne of sestos or exposure to sestos; nd

9 ionising rdition or ontmintion y rdiotivity from ny nuler fuel or from ny nuler wste from the omustion of nuler fuel; or from the rdiotive, toxi, explosive, or other hzrdous properties of ny explosive nuler ssemly or nuler omponent thereof, provided tht in eh se ny suh exlusion or endorsement does not exlude or limit ny liility to indemnify the Insured ginst ivil liility or relted Defene osts rising from ny tul or lleged reh of duty in the performne of (or filure to perform) Legl Servies or filure to dishrge or fulfil ny duty inidentl to the Firm s Prtie Undertkings to Finnil Institutions in respet of Commeril Property Trnstions efore 1 Deemer 2009 This Poliy does not over nd exludes ny liility of the Insurer to indemnify ll Insureds in respet of Clims rising diretly or indiretly s result of the provision y ny Insured of relevnt undertking in the ourse of Commeril Property Trnstion, efore 1 Deemer 2009, to Finnil Institution or to ny diretor, offier, employee, gent or dvisor of Finnil Institution, where: the Relevnt Undertking ws given y tht Insured (ting either for lient orrower lone or for lient orrower nd Finnil Institution jointly) in onnetion with the provision y the relevnt Finnil Institution of finnil ommodtion to tht Insured s lient to permit tht lient to effet the relevnt Commeril Property Trnstion; nd suh Clims re mde y Finnil Institution; nd to the extent tht the Insurer n demonstrte (nd for the voidne of dout the urden of proof in this regrd shll rest with the Insurer) ny ivil liility or relted Defene Costs rise from ny dishonest, frudulent, riminl or mliious t or omission y tht Insured, or ny ts or omissions whih were done y tht Insured knowing them to e wrongful. For the voidne of dout nothing in this exlusion shll e onstrued to permit liility to e exluded in irumstnes where ny Relevnt Undertking is provided to Finnil Institution in the ourse of the Insured s sole representtion of tht Finnil Institution s the Insured s own lient Undertkings to Finnil Institutions in respet of Commeril Property Trnstions on or fter 1 Deemer 2009 ut efore 1 Deemer 2010 This Poliy exludes liility of the Insurer to indemnify ll Insureds in respet of lims rising diretly or indiretly s result of the provision y ny Insured of Relevnt Undertking in the ourse of Commeril Property Trnstion, on or fter 1 Deemer 2009, to Finnil Institution or to ny diretor, offier, employee, gent or dvisor of finnil institution, where the Relevnt Undertking ws given y tht Insured (ting either for lient orrower lone or for lient orrower nd Finnil Institution jointly) in onnetion with the provision y the relevnt Finnil Institution of finnil ommodtion to tht Insured s lient to permit tht lient to effet the relevnt Commeril Property Trnstion. For the voidne of dout nothing in this exlusion shll e onstrued to permit liility to e exluded in irumstnes where ny Relevnt Undertking is provided to Finnil Institution in the ourse of the Insured s sole representtion of tht Finnil Institution s the Insured s own lient Undertkings in reh of the Commeril Property Regultions on or fter 1 Deemer 2010

10 This Poliy exludes liility of the Insurer to indemnify ll Insureds in respet of Clims rising diretly or indiretly s result of ny Insured ting in reh of the Soliitors (Professionl Prtie, Condut nd Disipline Commeril Property Trnstions) Regultions Misrepresenttion nd Non-Dislosure This Poliy exludes liility of the Insurer to indemnify ll Insureds under the relevnt poliy in respet of ny Clim y Finnil Institution in irumstnes where the Insurer n demonstrte (nd for the voidne of dout, the urden of proof in this regrd shll rest with the Insurer) tht ny Insured ws guilty of ny mteril misrepresenttion or mteril non-dislosure in pling the insurne, sve tht liility shll not e exluded on the grounds of innoent misrepresenttion or innoent non-dislosure on the prt of the Insured. For the voidne of dout, the effet of this exlusion shll e tht no suh Clims shll e vlid s ginst the Insurer Finnil Sntions This Poliy exludes liility of the Insurer to indemnify ll Insureds under this Poliy ginst ny Clim to the extent tht pyment of suh Clim would use the Insurer to reh ny United Ntions resolutions or the trde or eonomi sntions, lws or regultions of the Europen Union or ny other jurisdition pplile to the Insurer, suh tht the Insurer would e exposed to sntion, prohiition or restrition Insolveny of Finnil Institution ny The Insurne my exlude liility of the Insurer to indemnify n Insured ginst Clim rising s result of the insolveny of finnil institution whih holds lient money in Client Aount of n Insured or rising from the filure of suh Finnil Institution generlly to repy monies on demnd. 5. Generl Conditions 5.1 Limit of Indemnity The Limit of Indemnity under this Poliy (inluding ll greed extensions) is provided jointly to ll Insureds nd Insurer s liility for eh nd every lim will not under ny irumstnes exeed the Limit of Indemnity provided for in the shedule. The totl mount insured under this Poliy will not under ny irumstnes exeed the Limit of Indemnity. The Limit of Indemnity is exlusive of Defene Costs. 5.2 Exess The Insured will er nd py the first mount of eh nd every Clim up to the mount of the Exess speified in the Shedule The Exess does not pply to Defene Costs nd does not erode the Limit of Indemnity If the Firm fils to py to Climnt ny mount whih is within the Exess within thirty (30) working dys of its eoming due for pyment the Insurer is lile to remedy the defult on the prt of the Firm nd mke pyment thereof to the Climnt, nd in suh irumstnes the Insurer shll e entitled to reover ny mount so pid y the Insurer to the Climnt from the Firm.

11 5.3 Minimum Terms nd Conditions previl Any provision of this Poliy whih is inonsistent with the Minimum Terms nd Conditions shll e severed from the Poliy or the Poliy shll e retified so s to omply with the Minimum Terms nd Conditions In the event of onflit etween the terms nd onditions of this Poliy nd the Minimum Terms nd Conditions, the Minimum Terms nd Conditions shll lwys previl. 5.4 No nelltion This Poliy nnot e nelled unless: the Firm s Prtie is merged into Sueeding Prtie, provided tht there is Insurne omplying with the Minimum Terms nd Conditions in reltion to tht Sueeding Prtie; or replement Insurne omplying with the Minimum Terms nd Conditions ommenes (ut only where ny replement Insurne is not or would not in the event of nelltion of the originl insurne e provided wholly or prtly y the Speil Purpose Fund); Any nelltion will not prejudie the rued rights nd oligtions of the prties to this Poliy s t the effetive dte of nelltion. 5.5 No Avoidne or Repudition Without prejudie to luse , the Insurer is not entitled to void or repudite this Poliy on ny grounds whtsoever inluding, without limittion, where there hs een non-dislosure or misrepresenttion y the Insured, whether suh nondislosure or misrepresenttion is or is lleged to e innoent, negligent or frudulent. 5.6 No Denil or Redution Sujet to luse 2.1, the Insurer shll not e entitled to redue or deny its liility under this Poliy on ny grounds whtsoever inluding ut not limited to the following ny filure to notify Clim or Cirumstne within presried period, or ny reh of ny term or ondition of this Poliy, or ny filure to py ny prt of the premium in reltion this Poliy exept in irumstnes where presried exlusion set out in luse 4 of this Poliy pplies. 5.7 Insurer s Rights Nothing in luse 5.5 is intended to prevent the Insurer from reovering ny outstnding premium or dditionl premium mounts from the Firm in ny irumstne where (ut for the opertion of luse 5.5) the Insurer would hve een entitled to void or repudite this Poliy In ny sitution where the Insurer eomes wre tht there hs een frudulent non-dislosure or frudulent misrepresenttion to the Insurer in onnetion with plement or renewl of insurne for Firm, the Insurer my refer the ondut of ny relevnt Prinipl of tht Firm to the Lw Soiety to permit the Lw Soiety to

12 tke tion ginst tht Prinipl under the Soliitors Ats 1954 to 2015 or otherwise. 5.8 No Set Off Any indemnity mount pyle y the Insurer to the Insured will e pid only to the relevnt Climnt, or s the Climnt my diret, nd the Insurer is not entitled to set-off ginst ny suh indemnity mount ny pyment due to it y the Insured, inluding, without limittion, ny pyment of premium due to, or ny pyment required to e mde y the Insured to reimurse the Insurer. 5.9 Other Insurne The liility of the Insurer under this Poliy is not redued or exluded y reson of the existene or vilility of ny other insurne exept s is provided y luse This luse does not ffet ny right of the Insurer to lim ontriution from ny other insurer whih is lso lile to indemnify ny Insured Contriution where Sueeding Prtie exists If the Firm's Prtie is sueeded y Sueeding Prtie during the Coverge Period nd, s result, sitution of 'doule insurne' exists etween two or more Insurers of the Sueeding Prtie, ontriution etween insurers in respet of liility for Clim or Cirumstne shll e determined in ordne with the reltive numers of Prinipls of the onstituent prties immeditely prior to the relevnt suession Reimursement Eh Insured who ommitted or ondoned n innoent or negligent non-dislosure or misrepresenttion or other innoent or negligent reh of the terms nd onditions of this Poliy will reimurse the Insurer to the extent tht is just nd equitle, hving regrd to the prejudie used to the Insurer s interests y suh nondislosure, misrepresenttion or reh, provided tht no Insured shll e required to mke ny suh reimursement to the extent tht ny suh reh of the terms or onditions of this Poliy ws in order to omply with ny pplile rules or odes lid down from time to time y the Lw Soiety Eh Insured who ommitted or ondoned dishonest or frudulent non-dislosure or misrepresenttion or other dishonest or frudulent reh of the terms nd onditions of this Poliy will e required to indemnify the Insurer in full in respet of ny sums pid y it in or in onnetion with the dishrge of ny Clim pursunt to this Poliy No non-dislosure, misrepresenttion, reh, dishonesty, t or omission will e imputed to ompny unless it ws ommitted or ondoned y, in the se of ompny, ll diretors nd offiers of tht ompny Any right of reimursement under this Poliy ginst ny Employee, eh former Employee, nd eh person who eomes n Employee of the Firm during the Coverge Period, or their personl representtives, is limited to the extent tht is just nd equitle hving regrd to the prejudie used to the Insurer s interests y tht person hving ommitted or ondoned (whether knowingly or reklessly) dishonesty or ny frudulent t or omission Reimursement of Defene Costs Eh Insured will reimurse the Insurer for Defene Costs dvned on tht Insured s ehlf tht the Insurer is not ultimtely lile to py.

13 5.13 Reimursement of the Exess Those persons who re Prinipls of the Firm t ny time during the Coverge Period shll reimurse the Insurer for ny Exess pid y the Insurer on the Insured s ehlf Reimursement of monies pid pending dispute resolution Eh Insured will reimurse the Insurer following resolution of ny overge dispute for ny mount pid y the Insurer on tht Insured s ehlf tht, on the sis of the resolution of the dispute, the Insurer is not ultimtely lile to py Resolution of disputes All disputes nd differenes rising under or in onnetion with this Poliy shll e referred to the deision of sole ritrtor to e greed etween the prties or, filing greement etween the prties within fourteen (14) dys of either prty hving mde request in writing to the other prty to onur in the ppointment of n ritrtor, person to e nominted y the Chirmn for the time eing (or filing the Chirmn ny other memer of the Committee) of the Chrtered Institute of Aritrtors (Irish Brnh) upon the pplition of either prty Every or ny suh referene shll e deemed to e sumission to ritrtion within the mening of the Aritrtion At 2010 or ny At or sttutory provision mending sme nd shll e n ritrtion onduted in Dulin, Irelnd in the English lnguge nd governed y the Aritrtion At Any dispute etween the Insured nd the Insurer s to overge of ny Clim or Cirumstne under this Poliy shll e herd nd determined in onjuntion with ny other relted dispute etween ny insured prty nd tht prty s insurer Condut of Clim pending dispute resolution Pending resolution of ny overge dispute nd without prejudie to ny issue in dispute, the Insurer shll if so direted y the Lw Soiety ondut ny Clim ginst the Insured, dvne Defene Costs to the Insured nd if pproprite ompromise nd/or py ny Clim ginst the Insured, suh diretion y the Lw Soiety to e known s Diretion. The Lw Soiety my mke suh diretion upon reeipt of request for suh Diretion from the Insured (to the exlusion of ll other prties) if it is stisfied, in its solute disretion, tht: The Insured hs tken ll resonle steps to resolve the dispute with the other prty inluding ut not limited to prtiipting in Aritrtion until finl deision hs een mde y n Aritrtor; there is resonle prospet tht the overge dispute will e resolved or determined in the Insured s fvour; the Insured hs demonstrted to the stisftion of the Lw Soiety tht, in onnetion with the lim mde to the Insurer, the Insured hs provided ll informtion resonly requested y the Insurer nd nswered ll resonle questions sked y the Insurer in reltion to the sujet mtter of the dispute; nd d. it is fir nd equitle in ll the Cirumstnes for suh Diretion to e given.

14 The Lw Soiety my delegte its power to mke Diretion in reltion to Clim under this luse to n independent expert, to e ppointed y the Lw Soiety t its sole disretion nd in ordne with ny guidelines tht my e dopted y the PII Committee from time to time in reltion to the independene or expertise of ny expert so ppointed. For the voidne of dout, suh independent expert must e stisfied tht onditions () to (d) of this luse re met efore mking Diretion under this luse Insured s Duties The Insured shll: Give immedite written notie to the Insurer of ny: Clim first mde ginst ny Insured during the Coverge Period irrespetive of the view of the Insured s to the vlidity or strength of ny Clim; Cirumstnes of whih ny Insured first eomes wre of during the Coverge Period irrespetive of the view of the Insured s to the vlidity or strength of ny Clim tht my rise or the Cirumstnes; or investigtion, inquiry or disiplinry proeeding during or fter the Coverge Period rising from Cirumstnes first notified to the Insurer during the Coverge Period. For the purposes of giving notie in writing to the Insurer pursunt to this Poliy suh notie shll e given to the lims notifition ddresses speified in the Shedule The Insured shll not dmit liility, mke ny offer, promise or pyment, enter into ny ompromise, settle or inur ny osts or expenses in reltion to ny Clim or ny Cirumstnes without the prior written onsent of the Insurer The Insured shll t ll times provide ll neessry ssistne nd informtion to the Insurer (or their ppointed gents, soliitors or dvisors) in its investigtion of ny Clim or Cirumstne nd shll o-operte fully in the defene of ny Clim or in the investigtion of ny Clim or Cirumstnes, sujet to the Insurer greeing to meet the Insured s resonle osts of suh o-opertion. The Insurer shll e entitled to reover from the Insured y wy of dmges sum equl to the Insurer s loss rising from or onneted with the Insured s filure to o-operte s required y this Poliy The Insurer shll e entitled t ny time to tke over nd ondut in the nme of the Insured the defene, investigtion or settlement of ny Clim or Cirumstne. Nevertheless the Insured shll not e required ginst its wish to ontest the issue of liility in ny legl or ritrtion proeeding rising from ny Clim unless Soliitor or memer of the Irish Br (s mutully greed upon etween the Insured nd the Insurer, or filing greement, to e ppointed y the Chirmn of the Br Counil of Irelnd) shll dvise tht suh proeedings or ritrtion should e ontested The Insurer my ppoint Soliitors or other dvisors to t on its ehlf nd on ehlf of the Insured for ll purposes in reltion to ny Clim or Cirumstnes in respet of whih the Insurer is lile to indemnify ny Insured under this Poliy nd suh Soliitors or dvisors shll e t lierty to pss on to the Insurer s required ny evidene, doument or informtion given to or whih eomes known to them in the ourse of so ting.

15 Where the Insured undergoes hnge in ontrol of ny nture whtsoever during the Coverge Period, the Insured will notify the Insurer in writing within fourteen (14) dys of the hnge in ontrol The Insured will give to the Insurer written notie s soon s prtile nd in ny event with fourteen (14) dys of ny mteril ltertion to the risk of ny nture whtsoever during the Coverge Period Reporting oligtions The Insurer shll provide report ( Clims report ) to ny Firm to whih it hs issued Poliy, either in the urrent Coverge period or in ny previous indemnity period, within resonle time from reeiving request to do so, setting out (s pplile), s t the dte speified in the Clims report: d e f summry of eh lim of whih the Insurer is wre mde ginst the Firm under eh Poliy; the mount reserved y the Insurer ginst eh lim; the sis on whih eh suh mount is lulted (for exmple, whether the figure represents loss tully inurred, n estimte of prole mximum loss, or ny other sis of reserving); whether or not eh suh mount inludes Defene Costs; whether eh suh mount inludes or is in exess of the mount of ny exess or dedutile tht my pply in reltion to suh Clim, nd the mount of ny suh exess or dedutile; nd ny mounts pid out in reltion to eh Clim, in eh se inditing whether suh sums inlude ny exess or dedutile due from ut not pid y the Firm. In providing lims report, the Insurer shll use its resonle endevours to provide ll of the informtion set out in this luse ut shll not e required to provide ny prt of tht informtion to the extent tht doing so would not e resonly prtile hving regrd to the mnner in whih lims informtion is stored on the omputer systems of the Insurer Legl tion ginst the Insurer No one my ring legl tion ginst the Insurer under this Poliy until there hs een full ompline with ll the terms of this Poliy, nd the Insurer grees in writing tht the Insured hs n oligtion to py or until the mount of tht oligtion hs finlly een determined y judgment fter tril No one hs the right under this Poliy to ring or join the Insurer into n tion to determine the Insurer or the Insured s liility Surogtion If ny pyment is mde under this Poliy (whether s prtil or totl indemnity in respet of Clim) the Insurer will e surogted to ll rights of eh Insured ginst ny person or prty from whom reovery of the whole or ny prt thereof my e mde;

16 No Insured shll surrender, ompromise or do nything to prejudie ny suh right or Clim whether efore or fter pyment y the Insurer under this Poliy without the prior onsent in writing of the Insurer; Any suh reovery shll e pplied in reimursement in the following order: to the osts of seuring the reovery; to the pyment mde y the Insurer; ny Exess or other uninsured pyment mde y ny Insured Susriing Insurers Any susriing Insurers oligtions under this Poliy re severl nd not joint nd re limited solely to the extent of their individul susriptions. The susriing Insurers re not responsile for the susription of ny o-susriing Insurer who for ny reson whtsoever does not stisfy ll or prt of its oligtions Additionl Premium The Insurer my in its solute disretion hrge n dditionl premium for over under this Poliy for Sueeding Prtie or Preeding Prtie or if there is mteril hnge in the identity of the Insured or the nture or sope of the Insured s prtie Governing Lw This Poliy is governed y nd shll e onstrued in ordne with the lws of the Repuli of Irelnd. 6. Generl definitions nd interprettion The following words nd expressions will hve the sme mening eh time they pper in this Poliy whether expressed or written with pitl first letter or whether expressed or written in old or not. All hedings within this Poliy re inluded for onveniene or referene only nd do not form prt of this Poliy or ffet the interprettion of this Poliy. d e Any referene to person shll e onstrued s referene to ny individul, firm, ompny, orportion, government, stte or geny of stte or ny ssoition or prtnership (whether or not hving seprte legl personlity) of two or more of the foregoing; The singulr inludes the plurl nd vie vers nd words denoting ny gender inlude ll genders; Referenes to ompny inlude ny ody orporte; The Interprettion At 2005 shll pply for the purpose of interpreting this Poliy s it pplies to the interprettion of n t of the Oirehts, exept insofr s it my e inonsistent with the Soliitors Ats 1954 to 2015 or with this Poliy; A referene in this Poliy to ny diretive, sttute, sttutory provision, sttutory instrument or other similr instrument inludes: i) ny suordinte legisltion mde under it, nd

17 ii) ny provision whih it hs superseded or re-ented (with or without modifition) or mended, nd ny provision superseding it or reenting it (with or without modifition) or mending it either efore, t or fter the dte of ommenement of this poliy; nd f g h Words nd expressions in this Poliy re to e onstrued onsistently with the sme words or expressions in the Soliitors Ats 1954 to 2015 (Professionl Indemnity Insurne) Regultions 2017 s mended from time to time. Referenes to wreness of the Insured shll e limited to the tul knowledge of Prinipl of the Firm or ny Soliitor or registered lwyer of the Firm nd; Hedings re inserted for onveniene only nd shll not ffet the interprettion of this poliy. 7. Defined Terms in this Poliy Aountle Trust Reeipt Aountle trust reeipt mens n Undertking to hold title deeds to ny lnd or uildings on ehlf of Finnil Institution nd either to return suh title deeds to the Finnil Institution on demnd in the sme ondition s they were reeived y the soliitor or to dishrge or proure the dishrge of mortgge or other seurity on, or lon dvned on seurity of, suh lnd or uildings. Amount Insured Amount Insured mens the Limit of Liility of eh Insurer under this Poliy inluding, for the voidne of dout, the ggregte limit of indemnity of ll Insurers where the overge is provided on the sis of o-insurne. Authorised Insurer Authorised Insurer mens n insurer tht holds n uthoristion to rry on insurne usiness for the purposes of Diretive 73/239/EEC or tht is otherwise entitled to rry on non-life insurne usiness in the Stte; Bodily injury Bodily injury mens deth or injury, illness or disese whether odily or mentl. Certifite of Title Certifite of Title mens ertifite or report y Soliitor whih ertifies the nture nd/or qulity of the title of ny person to ny lnd or uildings. Cirumstne Cirumstne mens n inident, ft, ourrene, mtter, t or omission tht my give rise to Clim in the ontext of ivil liility. Clim Clim mens request or demnd for, or n ssertion of right to, or n intimtion of n intention to seek: ivil ompenstion of ny nture or ivil dmges of ny nture, or

18 ny wrd to e mde pursunt to the provisions of the Soliitors Ats 1954 to 2015 or ny regultions mde thereunder for ompenstion or restitution to lients or ny other oligtions tht my e imposed on soliitors or Registered Lwyers to ompenste or mke restitution to lients y sttute from time to time, ut for the voidne of dout, the term Clim does not inlude ny lim for pyment of osts inurred y ny Insured in defending or resisting proeedings seeking n wrd ginst tht Insured of the nture desried in su prgrph () where the Insurne, in ordne with the Minimum Terms nd Conditions, exludes the Insurer s liility to indemnify the Insured in respet of suh osts. For the purposes of this suprgrph () the dishrge of n oligtion of n Insured, following reeipt y n Insured of Notifition of Requirement to Retify, shll e treted s Clim (sujet to the provisions of the Regultions nd/or Minimum Terms nd Conditions) notwithstnding tht forml wre pursunt to the provisions of the Soliitors Ats 1954 to 2015 or ny regultions mde thereunder, hs not een mde. Climnt Climnt mens person or entity tht hs mde or my mke Clim (inluding Clim for ontriution or indemnity). Client Aount shll hve the sme mening s presried in the Soliitors Aountnts Regultions or the mening presried in ny sttue or sttutory instrument mending or repling the Soliitors Aounts Regultions Commeril Development Commeril Development mens the development (whether y onstrution or renovtion) of ny lnd, uilding, or prt of uilding: for use for or in onnetion with ny trde, industry, retil or other usiness undertking or the prodution or supply of goods or servies; with view to the erning of rentl inome; or with view to the onstrution thereon or therein of multiple residentil units. Commeril Property Regultions mens the Soliitors (Professionl Prtie, Condut nd Disipline Commeril Property Trnstions) Regultions Commeril Property Trnstion Commeril property trnstion mens ny property trnstion (inluding mortgge) other thn Residentil Property Trnstion nd inludes, ut is not limited to the following: the quisition or refinning of ny lnd, uilding, or prt of uilding, whih is used, or set side to e used, wholly or exlusively for, or in onnetion with: i) ny trde, industry, retil or other usiness undertking; ii) the prodution or supply of goods or servies; the quisition or refinning of ny lnd, uilding, or prt of uilding, exlusively with view to erning rentl inome or for pitl ppreition or oth;

19 the quisition or refinning of ny lnd, uilding, or prt of uilding, whih is in ll the irumstnes resonly likely t the time of suh quisition to e used for, or in onnetion with Commeril Development. Coverge Period Coverge period mens the period of insurne s speified in the Shedule. Defene Costs Defene Costs men legl osts nd disursements nd investigtive nd relted expenses resonly nd neessrily inurred with the onsent of the Insurer in reltion to Clim inluding without limittion the osts of: defending ny proeedings, or onduting ny proeedings for indemnity, ontriution or reovery, or investigting, reduing, voiding or ompromising ny tul or potentil lim, ut the term Defene Costs does not inlude: ny internl overhed expenses of the Firm or the Insurer or the ost of ny Insured's time or ny osts inurred y n Insured in defending or resisting proeedings seeking n wrd ginst tht Insured of the nture desried under prgrph () under the definition of Clim in this Poliy where the Insurne in ordne with the Minimum Terms nd Conditions exludes the Insurer s liility to indemnify the Insured in respet of suh osts. Diretion Diretion shll hve the mening sried to it in luse 5.16 of this poliy. Employee Employee mens ny person, other thn Prinipl, employed or otherwise engged in the Firm's Prtie inluding, without limittion, Soliitors, Registered Lwyers, other lwyers, trinee soliitors, onsultnts, ssoites, loum stff memers, persons seonded to work in the Firm s Prtie or persons seonded y the firm to work elsewhere, offie nd leril stff, stff or otherwise; Exess The exess mens the first mount of eh nd every Clim to e orne nd pid y the Insured in ordne with luse 5.2 of this Poliy. Finnil Institution Finnil Institution mens ny of the following: redit institution s defined in setion 2(1) of the 1995 At (s mended); redit institution tht is the holder of n uthoristion for the purposes of Artile 4(1) of Diretive 2006/48/EC; retil redit firm uthorised pursunt to setion 31 of the 1997 At;

20 d e f home reversion firm uthorised pursunt to setion 31 of the 1997 At; ny other prty tht engges on professionl sis in the usiness of providing finnil ommodtion of ny nture to nother person; ny ssignee of det from n entity tht hs een engged in the usiness of providing finnil ommodtion of ny nture to nother person, inluding, without limittion, NAMA, ut for the voidne of dout, does not inlude Minister of the Government in the exerise of the funtions, powers or duties of his offie. Firm Firm mens in respet of the firm identified in the Shedule to this Poliy inluding: ny Prtnership of two or more lwyers (s onstituted from time to time, whether efore or during nd relevnt indemnity period) where suh Prtnership inludes t lest one Soliitor or Registered Lwyer nd whether or not suh Prtnership inludes non-registered lwyers, nd;. ny sole prtitioner eing either Soliitor or Registered Lwyer, nd inluding sole prtitioner who employs one or more Soliitors or Registered Lwyers, nd sole prtitioner who is employed y person who is not soliitor or registered lwyer; where the relevnt Prtnership or relevnt sole prtitioner, s the se my e, rries on Prtie. Firm s Prtie Firm's prtie mens the prtie rried on y the Firm, nd inludes the usiness of ny trustee, nominee, servie or dministrtion ompny owned y the Prinipls of the Firm. Insurne Insurne mens the professionl indemnity insurne or overge required y the Firm pursunt to the Regultions. Insured mens, in respet of the Firm: d e f the Firm, eh trustee, nominee, servie or dministrtion ompny owned y the Firm nd/or the Prinipls of the Firm from time to time, eh diretor, offier or Employee of ny suh ompny s is referred to in prgrph () ove from time to time, eh Prinipl or former Prinipl of the Firm from time to time, eh Employee or former Employee of the Firm from time to time, or the estte or legl personl representtives of ny deesed former Prinipl or Employee of the firm; Insurer

21 Insurer mens AmTrust Interntionl Underwriters DAC nd where pplile ny other susriing Insurers. Investment Advie Investment dvie hs the mening sried to suh term in the Regultions Investment Business Servie Investment usiness servie hs the mening sried to suh term in the Regultions Lw Soiety Lw Soiety mens the Lw Soiety of Irelnd. Led Insurer Led insurer mens the insurer nmed s suh in the ontrt of Insurne ut if ontrry to luse 3.2 no Led Insurer is nmed s suh, mens the first-nmed Insurer on the ertifite of insurne; Legl Servies Legl servies mens servies of legl or finnil nture nd inludes ny prt of suh servies, nd for the voidne of dout, inludes (without limittion): ny Investment Business Servie or Investment Advie provided y the Firm;. ting s personl representtive or trustee;. ting s notry puli; d. ting s ommissioner for oths; e. ting s liquidtor or reeiver; f. ting s ompny seretry; g. ting s diretor of ny ompny owned y the Prinipls of Firm tht provides trustee, nominee, dministrtion or other servies; h. ting s ritrtor or meditor; i. ting on pro-ono sis, j. ting s Personl Insolveny Prtitioner, nd k. ting s n expert witness nd/or providing opinions s professionl expert Limit of Indemnity Limit of indemnity mens the mount speified in the Shedule whih shll e the mximum mount pyle y the Insurer in respet of eh nd every Clim (exlusive of Defene osts).

22 Minimum Terms nd Conditions Minimum terms nd onditions mens the Minimum Terms nd Conditions of Professionl Indemnity Insurne for Soliitors nd Registered Lwyers in Irelnd in fore t the ineption of the Coverge Period with whih this Poliy is required to omply, or in the se of ARP overge nd run-off over, suh rules nd suh Minimum Terms nd Conditions, s vried y or pursunt to the Soliitors Ats 1954 to 2015 (Professionl Indemnity Insurne) Regultions Misondut Misondut hs the mening sried to suh terms in the Soliitors Ats 1954 to 2015 (Professionl Indemnity Insurne) Regultions 2017, s the sme my e mended from time to time. NAMA Mens the Ntionl Asset Mngement Ageny. Notifition of Requirement to Retify mens notie in writing (inluding emil) from the Registrr of Soliitors or from suh other person s my e ppointed y the Lw Soiety for tht purpose;. notifying n Insured tht defiit hs risen on one or more of the Insured s Client Aount (s). informing the Insured of the Insured s oligtion to retify suh defiit(s) nd. setting out the regultory onsequenes for the insured should suh retifition not our within speifi period of time Prtiipting Insurer Prtiipting Insurer mens in respet of n indemnity period, n Authorised Insurer whih hs entered into nd duly exeuted prtiipting insurers greement with the Lw Soiety on or efore 1 Novemer immeditely prior to the ommenement of tht indemnity period nd whih is effetive to permit suh Insurer to underwrite qulifying insurne. Prtner Prtner mens prtner in Firm. Prtnership Prtnership mens n uninorported firm. Personl Insolveny Prtitioner Personl Insolveny Prtitioner hs the mening sried to suh term in the Personl Insolveny At Poliy Poliy mens this professionl indemnity insurne poliy doument etween the Firm nd the Insurer, the Shedule (inluding ny Shedules issued in sustitution) nd ny endorsements tthing to this poliy. Prtie

23 Prtie mens usiness (whih term inludes ny ginful ouption) or ny prt thereof onsisting of the provision of Legl Servies from n estlishment in the Stte nd where suh Legl Servies (s they involve the provision of legl dvie) relte to the lw of the Stte (inluding Europen Union lw s it forms prt of the lw of the Stte). For the voidne of dout the Stte is the Repuli of Irelnd. Preeding Prtie Preeding prtie mens eh prtie whih hs esed prtie; nd to whih the Firm's Prtie is Sueeding Prtie. Prinipl Prinipl mens: In reltion to Prtnership every Prtner of Firm nd every person held out s Prtner of the Firm tht during ny indemnity period rries on or rried on usiness s Prtnership;. In reltion to sole prtitioner the sole prtitioner of ny firm whih during ny indemnity period rries on or rried on usiness s sole prtitioner, inluding, sole prtitioner who employs or employed one or more soliitors or registered lwyers. Qulifying Insurne Qulifying Insurne mens poliy or poliies of Insurne whih (in the se of single suh poliy) inludes the relevnt Minimum Terms nd Conditions or (in the se of numer of poliies) tken together inlude the Minimum Terms nd Conditions in effet t the dte of ineption, extension, renewl or replement of the Poliy or Poliies of insurne. Registered Lwyer hs the mening given in the Europen Communities (Lwyer s Estlishment) Regultions 2003 (Sttutory Instrument No.732 of 2003) nd referene to registered lwyer in these Regultions, where onsistent with the ontext thereof, inludes former registered lwyer or deesed lwyer. Registrr of Soliitors mens the holder of the offie of Registrr of Soliitors ppointed y the Lw Soiety pursunt to setion 8 of the Soliitors At Regultions Regultions mens the Soliitors Ats 1954 to 2015 (Professionl Indemnity Insurne) Regultions 2017, s the sme my e mended from time to time. Relevnt Person Relevnt person mens ny person, whether ting in tht person s own right or s personl representtive, trustee, gent, ttorney, ommittee of wrd of ourt or