Premier Information Technology Liability Insurance. Policy Wording

Transcription

1 Premier Information Technology Liability Insurance 1

2 Duty of Disclosure Your Duty of Disclosure Before you enter into an insurance contract, you have a duty to tell us anything that you know, or could reasonably be expected to know, may affect our decision to insure you and on what terms. You have this duty until we agree to insure you. You have the same duty before you renew, extend, vary or reinstate an insurance contract. What you do not need to tell us You do not need to tell us anything that: reduces the risk we insure you for; or is common knowledge; or we know or should know as an insurer; or we waive your duty to tell us about. If you do not tell us something If you do not tell us anything you are required to, we may cancel your contract or reduce the amount we will pay you if you make a claim, or both. If your failure to tell us is fraudulent, we may refuse to pay a claim and treat the contract as if it never existed. Privacy Statement Chubb Insurance Australia Limited (Chubb) is committed to protecting your privacy. This document provides you with an overview of how we handle your personal information. Our Privacy Policy can be accessed on our website at Personal Information Handling Practices Collection, Use and Disclosure We collect your personal information (which may include sensitive information) when you are applying for, changing or renewing an insurance policy with us or when we are processing a claim in order to help us properly administrate your insurance proposal, policy or claim. Personal information may be obtained by us directly from you or via a third party such as your insurance intermediary or employer (e.g. in the case of a group insurance policy). When information is provided to us via a third party we use that information on the basis that you have consented or would reasonably expect us to collect your personal information in this way and we take reasonable steps to ensure that you have been made aware of how we handle your personal information. The primary purpose for our collection and use of your personal information is to enable us to provide insurance services to you. Sometimes, we may use your personal information for our marketing campaigns, in relation to new products, services or information that may be of interest to you. We may disclose the information we collect to third parties, including service providers engaged by us to carry out certain business activities on our behalf (such as assessors and call centres in Australia). In some circumstances, in order to provide our services to you, we may need to transfer personal information to other entities within the Chubb Group of companies (such as the regional head offices of Chubb located in Singapore, UK or USA), or third parties with whom we or those other Chubb Group entities have sub-contracted to provide a specific service for us, which may be located outside of Australia (such as in the Philippines or USA). Please note that no personal information is disclosed by us to any overseas entity for marketing purposes. In all instances where personal information may be disclosed overseas, in addition to any local data privacy laws, we have measures in place to ensure that those parties hold and use that information in accordance with the consent you have provided and in accordance with our obligations to you under the Privacy Act 1988 (Cth). Your Choices In dealing with us, you agree to us using and disclosing your personal information as set out in this statement and our Privacy Policy. This consent remains valid unless you alter or revoke it by giving written notice to our Privacy Officer. However, should you choose to withdraw your consent it is important for you to understand that this may mean we may not be able to provide you or your organisation with insurance or to respond to any claim. How to Contact Us If you would like a copy of your personal information, or to correct or update it, please contact our customer relations team on or CustomerService.AUNZ@chubb.com. If you have a complaint or would like more information about how we manage your personal information, please review our Privacy Policy for more details or contact the Privacy Officer, Chubb Insurance Australia Limited, GPO Box 4907, Sydney NSW 2001, O or Privacy.AU@chubb.com. General Insurance Code of Practice We are a signatory to the General Insurance Code of Practice (the Code). The objectives of the Code are to further raise standards of service and promote consumer confidence in the general insurance industry. Further information about the Code and your rights under it is available at and on request. If your policy, or a part of your package policy, provides cover on a claims made or claims made and notified basis, the

3 following two sections will apply, but not otherwise. Claims-Made and Claims-Made and Notified Coverages These coverages apply only to claims that are either first made against you during the period of insurance or both first made against you and notified to us in writing before the expiration of the period of the insurance cover provided by the Policy. If your Policy does not have a continuity of cover provision or provide retrospective cover then your Policy may not provide insurance cover in relation to events that occurred before the contract was entered into. Notification of Facts that might give rise to a claim Section 40(3) of the Insurance Contracts Act 1984 only applies to the claimsmade and the claims-made and notified coverages available under the Policy. Pursuant to Section 40(3) of the Insurance Contracts Act 1984, and only pursuant to that section, if you give notice in writing to us of facts that might give rise to a claim against you as soon as reasonably practicable after you become aware of such facts but before the insurance cover provided by the Policy expires, then we are not relieved of liability under the Policy in respect of the claim, when made, by reason only that it was made after the expiration of the period of the insurance cover provided by the Policy. Complaints and Dispute Resolution We take the concerns of our customers very seriously and have detailed complaint handling and internal dispute resolution procedures that you can access. Please note that if we have resolved your initial complaint to your satisfaction by the end of the 5th business day after we have received it, and you have not requested that we provide you a response in writing, the following complaint handling and internal dispute resolution process does not apply. This exemption to the complaints process does not apply to complaints regarding a declined claim, the value of a claim, or about financial hardship. Stage 1 Complaint Handling Procedure If you are dissatisfied with any aspect of your relationship with Chubb including our products or services and wish to make a complaint, please contact us at: The Complaints Officer Chubb Insurance Australia Limited GPO Box 4065 Sydney NSW 2001 O E Complaints.AU@chubb.com The members of our complaint handling team are trained to handle complaints fairly and efficiently. Please provide us with your claim or policy number (if applicable) and as much information as you can about the reason for your complaint. We will investigate your complaint and keep you informed of the progress of our investigation. We will respond to your complaint in writing within fifteen (15) business days provided we have all necessary information and have completed any investigation required. In cases where further information or investigation is required, we will work with you to agree reasonable alternative time frames and, if We cannot agree, you may request that your complaint is taken to Stage 2 and referred to Our internal dispute resolution team. We will otherwise keep you informed about the progress of our response at least every ten (10) business days, unless you agree otherwise. Please note if your complaint relates to Wholesale Insurance (as defined in the General Insurance Code of Practice), we may elect to refer it straight to Stage 2 for review by our Internal Dispute Resolution team. Stage 2 Internal Dispute Resolution Procedure If you advise us that you wish to take your complaint to Stage 2, your complaint will be reviewed by members of our internal dispute resolution team, who are independent to our complaint handling team and are committed to reviewing disputes objectively, fairly and efficiently. You may contact our internal dispute resolution team by phone, fax or post (as below), or at: Internal Dispute Resolution Service Chubb Insurance Australia Limited GPO Box 4065 Sydney NSW 2001 O F E DisputeResolution.AU@chubb.com Please provide us with your claim or policy number (if applicable) and as much information as you can about the reason for your dispute. We will keep you informed of the progress of our review of your dispute at least every ten (10) business days and will respond to your dispute in writing within fifteen (15) business days, provided we have all necessary information and have completed any investigation required. In cases where further information or investigation is required, we will work with you to agree reasonable alternative time frames. If we cannot agree, you may refer your dispute to the Financial Ombudsman Service Australia (FOS) as detailed under Stage 3 below, subject to its Terms of Reference. If your complaint or dispute falls outside the FOS Terms of Reference, you can seek independent legal advice or access any other external dispute resolution options that may be available to you.

4 Stage 3 External Dispute Resolution If you are dissatisfied with our internal dispute determination, or we are unable to resolve your complaint or dispute to your satisfaction within forty-five (45) days, you may refer your complaint or dispute to FOS, subject to its Terms of Reference. FOS is an independent external dispute resolution scheme approved by the Australian Securities and Investments Commission. We are a member of this scheme and we agree to be bound by its determinations about a dispute. Where a dispute is covered by the FOS Terms of Reference, the General Insurance Division of FOS offers a free and accessible dispute resolution service to consumers. You may contact FOS at any time at: Financial Ombudsman Service Australia GPO Box 3 Melbourne VIC 3001 O F E info@fos.org.au If you would like to refer your dispute to FOS you must do so within 2 years of the date of our internal dispute determination. FOS may still consider a dispute lodged after this time if FOS considers that exceptional circumstances apply. Insurance Council of Australia Where we cannot provide you with insurance cover, we will refer you to the Insurance Council of Australia (the ICA) for information about alternative insurance options (unless you already have someone acting on your behalf ). The ICA has established a referral service called Find An Insurer. Information on finding alternative insurers can be found at Financial Claims Scheme We are an insurance company authorised under the Insurance Act 1973 (Cth) (Insurance Act) to carry on general insurance business in Australia by the Australian Prudential Regulation Authority (APRA) and are subject to the prudential requirements of the Insurance Act. The Insurance Act is designed to ensure that, under all reasonable circumstances, financial promises made by Us are met within a stable, efficient and competitive financial system. Because of this We are exempted from the requirement to meet the compensation arrangements Australian financial services licensees must have in place to compensate retail clients for loss or damage suffered because of breaches by the licensee or its representatives of Chapter 7 of the Corporations Act 2001 (Cth). We have compensation arrangements in place that are in accordance with the Insurance Act. In the unlikely event that We were to become insolvent and were unable to meet Our obligations under the Policy, a person entitled to claim may be entitled to payment under the Financial Claims Scheme. Access to the Scheme is subject to eligibility criteria. Please refer to for more information. The Policy is issued by Chubb Insurance Australia Limited ABN: AFSL: Our website can be visited at November 2016

5 Contents Duty of Disclosure 02 Privacy Statement 02 General Insurance Code of Practice 02 Complaints and Dispute Resolution 03 Insurance Council of Australia 04 Financial Claims Scheme 04 Insurance Contract 07 Our Obligations 07 Coverages 07 Investigation, Defence and Settlements 08 Extensions to Coverages 09 Who Is An Insured 11 Limits of Insurance 13 5

6 Deductible 15 Exclusions 16 Extended Reporting Periods 23 Conditions 24 Conditions 27 Definitions 27 6

7 Insurance Contract Please read the entire Policy carefully. The terms and conditions of this insurance include the various sections of this insurance: Coverages; Investigation, Defence And Settlements; Extensions To Coverages; Who Is An Insured; Limits Of Insurance; Deductible; Exclusions; Extended Reporting Periods; Conditions; and Definitions, as well as the Schedule, and any Endorsements and Schedules made a part of this insurance. Throughout this insurance the words you and your refer to the Named Insured shown in the Schedule and other persons or organisations qualifying as a Named Insured under this insurance. The words we, us and our refer to the Company providing this insurance. In addition to the Named Insured, other persons or organisations may qualify as insureds. Those persons or organisations and the conditions under which they qualify are identified in the Who Is An Insured section of this insurance. Words and phrases that appear in bold print have special meanings and are defined in the Definitions section of this insurance. Unless otherwise specified, this insurance provides claims made and notified coverage under coverage 1. Except as otherwise specified, such coverage applies only to claims that are both first made against the insured and notified to us in writing during the policy period provided by this insurance. Our Obligations The most we will pay under the terms and conditions of this insurance, including: Coverages; Investigation, Defence And Settlements; and Extensions To Coverages; is fixed as set forth in the Limits Of Insurance section of this insurance. Our obligations under this insurance end when we have used up the applicable Limits Of Insurance. Other than as provided under the Investigation, Defence And Settlements section of this insurance for Coverages 1 and 2, we have no obligation or liability to pay sums or perform acts or services beyond those stated in the Coverages and Extensions To Coverages sections of this insurance. Coverages Coverage 1 Financial Injury And Technology- Related Injury Liability Coverage a) Subject to all of the terms and conditions of this insurance, we will pay damages and claimant costs that the insured becomes legally obligated to pay, including by reason of liability of another person or organisation that you assume in a contract indemnity, for: 1. financial injury caused by an act that is: a) a defect, deficiency, inadequacy or dangerous condition in: i. your product; or ii. your service; or b) a failure: i. of your product to perform; or ii. to perform your service; in accordance with the terms and conditions of a contract or agreement; or 2. technology-related injury caused by an act. a) This coverage applies only if: 1. such act first happens after the Retroactive Date shown in the Schedule and before the end of the Policy Period; and 2. such act happens within the Territorial Limits shown in the Schedule; and 3. a claim by a person or organisation for damages for such injury (including a claim for injunctive relief to prevent such injury from continuing or resuming) is both first made against any insured and notified to us in writing: a) during: ii. the Policy Period; iii. any Extended Reporting Period we provide, as described in the Extended Reporting Periods section of this insurance; or b) in accordance with the provisions of the Condition titled Duties In The Event Of A Claim, Occurrence, Act Or Other Loss Situation. c) For purposes of this coverage: 4. a claim by a person or organisation for damages for the injury (including a claim for injunctive relief to prevent such injury from continuing or resuming) will be deemed to have been made at the earliest of the following times, when: 7

8 a) notice of such claim is received and recorded by: ii. any insured; or iii. us; or b) we, at our discretion, make a settlement. 5. all claims made for damages for the injury (including a claim for injunctive relief to prevent such injury from continuing or resuming) to the same person or organisation will be deemed to have been made at the time the first of such claims is made against any insured. Coverage 2 Bodily Injury, Property Damage And Personal Injury Liability Coverage a) Subject to all of the terms and conditions of this insurance, we will pay damages and claimant costs that the insured becomes legally obligated to pay, including by reason of liability of another person or organisation that you assume in a contract indemnity, for: 1. bodily injury or property damage caused by an occurrence; or 2. personal injury caused by an act. b) This coverage applies only if such: 1. bodily injury or property damage happens; or 2. personal injury is caused by an act first happening; during the Policy Period and within the Territorial Limits shown in the Schedule. Coverage 3 Product Withdrawal Expense Coverage (Physical Injury) Subject to all of the terms and conditions of this insurance, we will reimburse you for recall expenses, paid or incurred by you during a period not exceeding twelve (12) consecutive months, solely as a result of a recall of your product, provided: such recall expenses are directly related to such recall; the recall is first reported to us by you in writing during the Policy Period; coverage for your product is included in the products hazard with respect to Coverage 2 of this insurance; and the recall expenses are in connection with your product located in the Territorial Limits shown in the Schedule. Under this coverage, we have no duty to investigate, defend against or settle any claim, suit or other demand of any nature made against any insured or any other person or organisation. Coverage 4 Privacy Remediation Expenses Coverage Subject to all of the terms and conditions of this insurance, we will reimburse you for privacy remediation expenses paid or incurred by you that result from an act described in subparagraph D.2. of the definition of technology-related injury provided such: act results in a privacy data breach; act is not first committed before the beginning of the Policy Period or after the end of the Policy Period; injury is not excluded under any Coverage of this insurance; expenses are reported to us in writing within one year of the date of the act; and act happens within the Territorial Limits shown in the Schedule as applying to Coverage 1. Under this coverage, we have no duty to investigate, defend against or settle any claim, suit or other demand of any nature made against any insured or any other person or organisation. The Deductible applicable to this Coverage is the Deductible shown in the Schedule for technology-related injury. Investigation, Defence and Settlements Subject to all of the terms and conditions of this insurance, we will have the: duty to defend the insured against that part of a suit to which this insurance applies under Coverages 1 and 2; and right to investigate, defend against or settle any claim, suit or other loss circumstance as set forth in this insurance. However, notwithstanding anything to the contrary contained elsewhere in this insurance we have no duty to conduct or control any investigation of, defence against or settlement of any claim, suit or other loss circumstance with respect to any part of any damages, loss, cost, expense or other amounts to which this insurance does not apply. We may, at our discretion, investigate any act, occurrence or recall and make any settlement, regardless of whether any claim has been made or any suit has been brought. We will pay claim defence expenses in connection with that part of such suit to which this insurance applies to defend: the insured; and if applicable, an indemnitee, provided the obligation for the cost of the defence of such indemnitee has been assumed by you in a contract indemnity. Notwithstanding anything to the contrary contained elsewhere in this insurance we may, at our discretion, adjust and coordinate any claim, suit or other loss circumstance with the first Named Insured, regardless of whether any claim has been made or any suit has been brought. However, the first Named 8

9 Insured is ultimately responsible for the proper apportionment of any payment made under this insurance. If any award or settlement in respect of any suit or claim exceeds the applicable Limits Of Insurance, then our liability in respect of related claim defence expense shall be limited to an amount that is in the same proportion as our contribution to such award or settlement. Allocation a) If a claim or suit against an insured includes both matters covered and matters that are not covered by this insurance then we and such insured will allocate any amounts incurred by or on behalf of the insured based upon the relative legal and financial exposures of the insured to matters covered and matters not covered by this insurance. b) If we and the insured cannot agree on an allocation of such amounts incurred by or on behalf of the insured: 1. we will advance such portion of claim defence expenses which we deem to be covered under this insurance, unless and until a different and final allocation is mutually agreed upon between us and the insured or is arbitrated in accordance with this provision or judicially determined. 2. in our sole discretion, we may pay amounts (other than amounts for claim defence expenses) which we deem to be covered under this insurance, unless and until a different and final allocation is mutually agreed upon between us and the insured or is arbitrated in accordance with this provision or judicially determined. 3. if requested by the insured, we will submit a disagreement between us and the insured regarding the allocation of amounts for determination by arbitration. Subject to agreement between the parties, the arbitration panel will consist of one arbitrator selected by the insured, one arbitrator selected by us, and a third independent arbitrator selected by the first two arbitrators. The costs of arbitration undertaken in accordance with this provision shall be borne equally by us and you. 4. any allocation of damages, claims defence expenses or other amounts that is mutually agreed upon between us and the insured or arbitrated in accordance with this provision or judicially determined will be applied retroactively to such amounts notwithstanding any prior payment or advancement, as the case may be, to the contrary. 5. any allocation or advancement of claims defence expenses will not apply to or create any presumption with respect to the allocation of amounts, other than claims defence expenses amounts, on account of a claim or suit. Extensions to Coverages Extensions to Coverages are subject to the terms and conditions (including Exclusions and Limits Of Insurance) applicable to the Coverage section(s) under which the Extension is provided. Extension to Coverage 1, Representation at Inquiries Or Professional Bodies a) Under Coverage 1 only, we will reimburse you for claim defence expenses paid or incurred by you with our prior written consent resulting directly from the insured s representation at an inquiry related to an act to which this insurance applies. b) This Coverage Extension applies only: 1. to such inquiry that is ordered or commissioned during the Policy Period; and 2. if the insured notifies us in writing during the Policy Period that the insured is legally required to participate. c) The Aggregate Limit Of Insurance for this Coverage Extension is $250,000. This is the most we will pay for the sum of all claim defence expenses under this Coverage Extension. d) Amounts we pay under this Coverage Extension will reduce the amount of the Financial Injury Each Act Limit or the Technology-Related Injury Each Act Limit and the Financial Injury Aggregate Limit or the Technology-Related Injury Aggregate Limit available for any other payment. The Deductible applicable to this Coverage Extension is the Deductible shown in the Schedule for financial injury or technology-related injury, which ever is applicable. Extension to Coverage 1 and 2, Supplementary Payments Under Coverage 1 and 2, we will pay, with respect to a claim we investigate or settle, or a suit against the insured we defend, reasonable expenses (other than claim defence expenses) incurred by the insured at our request to assist us in the investigation of or defence against such claim or suit, including actual loss of earnings up to A$1, a day, because of time off work. Extension to Coverage 1, Fee And Expense Mitigation a) Under Coverage 1 only, to mitigate potential claims against you by a customer, we may at our discretion make payment to you in respect of fees and expenses invoiced by you to such customer but not collected by you provided that: 9

10 1. such fees and expenses are in respect of your product having been supplied to, or your service having been rendered to, the customer; 2. during the Policy Period, the customer has refused to pay such fees and expenses; and 3. the basis of the customer s refusal to pay is expressed by the customer to be a direct consequence of financial injury or technology- related injury. b) This Coverage Extension applies only if: 1. a request for payment under this coverage is first made by you and notified to us during the Policy Period; 2. you can show to our satisfaction that: i. you have taken reasonable steps to collect such fees and expenses; ii. taking further steps to collect such fees and expenses would be likely to provoke a claim against you; and iii. the likelihood of a claim being brought is reduced by desisting in efforts to collect such fees and expenses; 3. such claim, if made, would not be excluded under any section of this insurance; 4. you take all necessary steps to prevent a claim and follow all instructions issued by us and provide us with all relevant documents including contracts, correspondence, records, invoices and any other information; and 5. you consent to the interviewing of relevant employees and contract personnel by us. c) Conditions relating to this Coverage Extension: 1. If we make a payment under this Coverage Extension and a claim relating to substantially the same supply of your product or rendering of your service is subsequently made against you, then any amounts paid under this Coverage Extension will be deemed to have been paid on account of such claim. 2. Following any payment we make under this Coverage Extension you must not take any further steps to collect any sums in respect of substantially the same supply of your product or rendering of your service. If you, in breach of this condition, take any such further steps and a claim is brought against you, then there shall be no cover under any part of this insurance in respect of any such claim. 3. We will not be liable to make payment in respect of any element of profit included in the fees and expenses invoiced or any Goods And Services Tax. 4. Payment by us under this Coverage Extension, in itself, does not constitute an admission or assumption of liability or a conclusion that your product or your service failed or is defective, deficient, inadequate or dangerous. d) The Deductible applicable to this Coverage Extension is: 1. the Deductible shown in the Schedule for financial injury or technology-related injury, whichever is applicable; or 2. 10% of the fees and expenses invoiced; whichever is the greater. Extension to Coverage 1, Loss Of Data Or Documents Of Others Under Coverage 1 only, we will pay for costs and expenses the insured becomes legally liable to pay for loss of or damage to documents owned by others including information stored in electronic form whilst in the custody of the insured or other persons or organisations to whom the insured has entrusted such documents. Provided that in connection with this Coverage Extension: a) we will not be liable in respect of any: 1. claims arising from wear and tear, gradual deterioration, moth or vermin. 2. out of any dispute as to ownership of or title to documents. b) the Deductible applicable to this Coverage Extension is the Deductible shown in the Schedule for financial injury or technology-related injury, whichever is applicable. c) any claim must be supported by bills and accounts which will be approved by a competent person to be nominated by us. d) documents shall not include money. Extension to Coverage 1, Continuous Cover Under Coverage 1 only, coverage is extended to include a claim first made against an insured during the Policy Period or Extended Reporting Periods for financial injury or technology-related injury even if you: first became aware, prior to the Policy Period, that such claim might or could arise from facts known to you; and had not notified us of such facts prior 10

11 to the Policy Period. Subject to all the terms and conditions of this insurance and notwithstanding subparagraph b) of the Prior Acts, Claims or Circumstances Exclusion, this Coverage Extension applies to a notification to us during the Policy Period for a claim provided that: we were and have continued to be your financial injury or technologyrelated injury insurer without interruption from when you first became aware of the facts; and coverage afforded under this extension will be no greater in amount or broader in terms and conditions than that afforded by the policy or coverage section in place with us at the time you became first aware of the facts; our liability does not extend to any amount that represents the extent to which our interests are prejudiced due to such later notification of the facts; and there has not been any fraudulent non-disclosure or fraudulent misrepresentation by you in respect of such facts. Optional Extension to Coverage 1, Amounts Paid For Your Product Or Service If so indicated in the Schedule, the following Extension will apply only to Coverage 1. In addition to damages to which this insurance applies we agree to extend coverage to amounts you have actually been paid for your product or your service. Who Is An Insured Each of the following qualify as an insured under this insurance. Named Insured The person(s) or organisation(s) shown in the Schedule qualify as a Named Insured. Directors, Officers or Employees Past, present and future directors, officers, employees, work experience persons and voluntary workers of yours are insureds, but only while acting within the scope of their duties in such capacity. Partnerships or Joint Ventures Past, present and future partners or members of a partnership or joint venture qualify as insureds, but only with respect to the operation of such partnership or joint venture. However, no co-partner or co-joint venturer of a partnership or joint venture is an insured unless also shown in the Schedule. Social or Sporting Clubs Past, present and future officers and members of your social or sporting clubs are insureds, but only while acting in their respective capacities as such officers or members. Spouses, Estates or Legal Representatives a) The spouses of sole proprietors and partners who are a Named Insured are insureds. b) The estate, heirs, legal representatives or assigns of a deceased director, officer, employee of you is an insured. However, no such person or organisation described in paragraph a) or b) above is an insured with respect to any damages, loss, cost or expense arising out of any act committed or allegedly committed by such person or organisation. Subsidiaries or Newly Acquired or Created Subsidiaries a) Organisations that are a subsidiary of yours at the commencement of the Policy Period qualify as a Named Insured. b) Organisations that were previously a subsidiary of yours that have ceased to be a subsidiary prior to the Policy Period qualify as a Named Insured. However, such organisation is an insured only for injury caused by an act to which this insurance applies that happens whilst the organisation was a subsidiary and you remain responsible for the conduct of such organisation. c) An organisation that becomes a subsidiary during the Policy Period qualifies as a Named Insured provided that its business is substantially similar to your business. d) However, no person or organisation is an insured in connection with an organisation described in paragraph c) above that has an annual gross revenue exceeding 20% percent of the consolidated annual gross revenue of the first Named Insured and its subsidiaries with respect to any act, injury or damage happening beyond the Policy Period or 90 days from the date such organisation became a subsidiary, whichever comes first, unless, prior to this time: 1. you have notified us of the acquisition or creation of the organisation and have provided all information we have requested; 2. we have offered to extend coverage for the organisation for an additional period (up to the end of the Policy Period) on terms and conditions (including any additional premium) determined by us; and 11

12 3. you have accepted such terms and conditions. Run Off Coverage Upon Death Or Change Of Ownership If you die, or if your business ceases to exist or operate or is consolidated with, merged into or acquired by any other entity then coverage with respect to such person, partnership or organisation will continue until expiry of this Policy but only for: bodily injury or property damage; or other injury caused by an act; to which this insurance applies that happens prior to the date that the person died or partnership or organisation effectively ceased to exist or operate or was consolidated with, merged into or acquired by another entity, unless otherwise agreed in writing by us. Additional Insureds The following special provisions apply to all Additional Insureds under this insurance or by an endorsement made part of this insurance. a) Persons or organisations described as Additional Insureds are insureds; but they are insureds only if you are obligated pursuant to a written contract or agreement between you and such person or organisation to provide them with status as an insured as is afforded by this Policy. However, such person or organisation is an insured only: 1. to the minimum extent such contract or agreement requires the person or organisation to be afforded status as an insured; 2. for such activities that occur after the execution of the contract or agreement; and 3. with respect to their liability for damages, loss, cost or expense, for injury or damage to which this insurance applies. b) Notwithstanding paragraph a) above, no person or organisation is an insured with respect to any liability of another person or organisation they assume in a contract or agreement unless such liability for damages, loss, cost or expense to which this insurance applies, would exist in the absence of such contract or agreement. Additional Insureds, Contract Personnel Contract personnel you retain directly or through a contract with a supply organisation are Additional Insureds. However, such contract personnel are an insured only: a) for: 1. bodily injury or property damage; or 2. other injury caused by an act: to which this insurance applies that happens after the execution of such contract; and b) while acting within the scope of their duties related to the conduct of your business. No such person or organisation is an insured that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). Additional Insureds, Parties You Are Obliged To Insure With respect to Coverage 2 only, persons or organisations that you are obligated to insure pursuant to a written contract to provide insurance are Additional Insureds. However, such person or organisation is an insured only if shown in the Schedule to be Parties You Are Obligated To Insure. No such person or organisation is an insured that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). Additional Insureds, Lessors of Equipment With respect to Coverage 2 only, persons or organisations from whom you lease equipment are Additional Insureds. However, such person or organisation is an insured only: with respect to the maintenance or use by you of such leased equipment; and for such activities that occur prior to the end of the equipment lease. No such person or organisation is an insured that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). Additional Insureds, Lessors of Premises With respect to Coverage 2 only, persons or organisations from whom you lease premises are Additional Insureds. However, such person or organisation is an insured only: with respect to the ownership, maintenance or use of that particular part of such premises leased to you; and for such activities that occur while you are a tenant in the premises. However, no such person or organisation is insured: with respect to any structural alteration, new construction or demolition operations performed by 12

13 or on behalf of them. that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). Additional Insureds, Vendors With respect to Coverage 2 only, persons or organisations acting as vendors of your product are Additional Insureds. However, such person or organisation is an insured only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your product in the regular course of their business and only if this insurance applies to such products (included in the products hazard). However, no such person or organisation is an insured with respect to any: representation or warranty unauthorised by you. chemical or physical change in your product made intentionally by the vendor. repackaging, unless unpacked solely for the purpose of inspection, demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container. failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the distribution or sale of your product. demonstration, installation, servicing or repair operations, except such operations performed at the vendor s premises in connection with the sale of your product. of your products which, after distribution or sale by you, have been labelled or relabelled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Further, no person or organisation from whom you have acquired your product, or any container, ingredient or part entering into, accompanying or containing your product, is an insured under this provision. No such person or organisation is an insured that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). Limitations on Who Is An Insured Except to the extent provided under the Subsidiaries Or Newly Acquired Or Created Subsidiaries provision, no person or organisation is an insured with respect to the conduct of any person or organisation that is not shown as a Named Insured in the Schedule. Limits of Insurance The Limits Of Insurance shown in the Schedule and the rules below fix the most we will pay, regardless of the number of: insureds; claims made or suits brought; or persons or organisations making claims or bringing suits. If Coverage 1 and Coverage 2 of this insurance would otherwise apply to the same occurrence, act or claim or series of occurrences, acts or claims consequent or attributable to the same or substantially the same source or original cause, then the aggregate maximum Limit Of Insurance under Coverages 1 and 2 shall not exceed the highest applicable Limit Of Insurance under Coverages 1 or 2 of this insurance. The Limits Of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the Policy Period shown in the Schedule. If the Policy Period is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the Limits Of Insurance. Financial Injury Each Act Limit The Financial Injury Each Act Limit is the most we will pay for the sum of: all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance for all financial injury; and all amounts paid under any coverage extension to Coverage 1; arising out of any one act or series of acts. Any such sums we pay will reduce the amount of any other applicable limit. If an applicable limit has been reduced to an amount that is less than the Each Act Limit, then the remaining amount of such limit is the most that will be available for any other payment. Financial Injury Aggregate Limit Subject to the Financial Injury Each Act Limit, the Financial Injury Aggregate Limit is the most we will pay for the sum of: all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance in connection with financial injury; and all amounts paid under any coverage extension to Coverage 1. Any such sum we pay will reduce the amount of this Aggregate Limit and any other applicable limit available. The remaining amount of any such limits is the most that will be available for any other payment. 13

14 Technology-Related Injury Each Act Limit The Technology-Related Injury Each Act Limit is the most we will pay for the sum of: all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance for all technology-related injury arising out of any one act or series of acts; and all amounts paid under any coverage extension to Coverage 1; arising out of any one act or series of acts. Any such sums we pay will reduce the amount of any other applicable limit. If the applicable limit has been reduced to an amount that is less than the Each Act Limit, then the remaining amount of such limit is the most that will be available for any other payment. Technology-Related Injury Aggregate Limit Subject to the Technology-Related Injury Each Act Limit, the Technology-Related Injury Aggregate Limit is the most we will pay for the sum of: all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance, in connection with for all technology-related injury; and all amounts paid under any coverage extension to Coverage1. Any such sum we pay will reduce the amount of this Aggregate Limit and any other applicable limit. The remaining amount of any such limits is the most that will be available for any other payment. Fee And Expenses Mitigation Aggregate Limit Subject to the Financial Injury Each Act Limit and the Financial Injury Aggregate Limit, the Fee And Expenses Mitigation Aggregate Limit is the most we will pay for the sum of all fees, expenses and other amounts under the Fee And Expenses Mitigation Coverage Extension. Any such sum we pay will reduce the amount of: this limit; the Financial Injury Each Act Limit or Technology- Related Injury Each Act Limit; the Financial Injury Aggregate Limit or Technology- Related Injury Aggregate Limit; and any other applicable limit. The remaining amount of any such limit is the most that will be available for any other payment. Bodily Injury And Property Damage Each Occurrence Limit The Bodily Injury And Property Damage Each Occurrence Limit is the most we will pay for the sum of all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance for all bodily injury and property damage arising out of any one occurrence or series of occurrences. All related occurrences and all series of continuous, repeated or related occurrences shall be deemed one occurrence. Any such sums we pay will reduce the amount of the applicable limit. If the applicable limit has been reduced to an amount that is less than the Each Occurrence Limit, then the remaining amount of such limit is the most that will be available for any other payment. Personal Injury Aggregate Limit The Personal Injury Aggregate Limit is the most we will pay for the sum of all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance in connection with personal injury. Any such sum we pay will reduce the amount of this Aggregate Limit and any other applicable limit. The remaining amount of any such limits is the most that will be available for any other payment. Products Hazard Aggregate Limit Subject to the Bodily Injury And Property Damage Each Occurrence Limit, the Products Hazard Aggregate Limit is the most we will pay for the sum of all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance, in connection with bodily injury and property damage included in the products hazard. Any such sum we pay will reduce the amount of this Aggregate Limit and any other applicable limit. The remaining amount of any such limits is the most that will be available for any other payment. Pollution Aggregate Limit Subject to the Bodily Injury And Property Damage Each Occurrence Limit and all other limits, the Pollution Aggregate Limit is the most we will pay for the sum of all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance in connection with pollutants. Any such sum we pay will reduce the amount of this Aggregate Limit and any other applicable limit. The remaining amount of any such limits is the most that will be available for any other payment. 14

15 Damage To Various Property Of Others (Care, Custody Or Control) Aggregate Limit Subject to the Bodily Injury And Property Damage Each Occurrence Limit, the Damage To Various Property of Others (CCC) Aggregate Limit is the most we will pay for the sum of all damages and other amounts described as reducing the Limits Of Insurance in the provision titled Payments That Reduce The Limits Of Insurance in connection with property damage to any: personal property loaned or leased to you; property held by you or on your behalf for sale or entrusted to you for safekeeping or storage; tools or equipment used by you or on your behalf in performing operations; or property in your care, control or custody that will be erected, installed or used in construction operations by you or on your behalf. Any such sum we pay will reduce the amount of this Aggregate Limit and any other applicable limit. The remaining amount of any such limits is the most that will be available for any other payment. Product Withdrawal Expenses Aggregate Limit The Product Withdrawal Aggregate Limit shown is the most we will reimburse for the sum of all recall expenses. Any such sum we reimburse will reduce the amount of this Aggregate Limit and any other applicable limit. The remaining amount of any such limit is the most that will be available for any other payment. Privacy Remediation Expenses Aggregate Limit Subject to the Technology-Related Injury Each Act Limit and the Technology- Related Injury Aggregate Limit, the Privacy Remediation Expenses Aggregate Limit is the most we will reimburse for the sum of all privacy remediation expenses. Any such sum we reimburse will reduce the amount of: this limit; the Technology-Related Injury Each Act Limit; the Technology-Related Injury Aggregate Limit; and any other applicable limit. The remaining amount of any such limit is the most that will be available for any other payment. Payments That Reduce the Limits of Insurance a) Payments we make: 1. for damages; 2. for claimant costs; 3. under the Investigation, Defence And Settlement section of this insurance for claim defence expense with respect to Coverage 1; 4. for recall expenses; or 5. for privacy remediation expenses; will reduce the Limits Of Insurance. b) Payments we make under: 1. the Investigation, Defence And Settlements section of this insurance for claim defence expenses with respect of Coverage 2; or 2. the Supplementary Payments section of this insurance; will not reduce the Limits Of Insurance. Deductible Deductible Payment and Reimbursement a) If we pay or incur amounts for damages or expenses of any sort to which this insurance applies, then it is a provision of this insurance that you must reimburse us within sixty (60) days of our request for these amounts up to the amount of the applicable Deductible as shown in the Schedule. b) The Deductible amounts applying to each coverage are shown in the Schedule. Each Deductible shown in the Schedule applies separately from and in addition to any other Deductible shown in the Schedule. c) If the applicable Deductible is indicated to apply on the basis of: 1. each act or each occurrence, then the applicable Deductible applies separately to each act or occurrence. 2. each claim, then the applicable Deductible applies separately to each claim made by each person or organisation making a claim in respect of each separate act or occurrence. 3. each recall, then the applicable Deductible applies separately to each recall. For the purposes of application of a recall based Deductible, actions taken to regain control of units of the same or kindred goods or products which are your product and which are subject to the same harmful condition, will be considered to be part of the one recall. 15