Professional Indemnity Policy – Association Liability

General InformationThe General Information set out below is provided for

your information only. It does not form part of the

insurance contract with you, and is not part of the policy.

Nothing contained in the General Information imposes

contractual obligations on you, or creates contractual

rights. These are contained in the policy and any

endorsement.

Claims made

Some clauses of this policy operate on a ‘claims made

and notified’ basis. This means that the policy covers you

for claims made against you and notified to us during

the period of insurance.

The policy does not provide cover in relation to:

• acts, errors or omissions actually or allegedly

committed prior to the retroactive date of the

policy (if such a date is specified);

• claims made after the expiry of the period of

insurance even though the event giving rise to the

claim may have occurred during the period of

insurance;

• claims notified or arising out of facts or

circumstances notified (or which ought reasonably

to have been notified) under any previous policy;

• claims made, threatened or intimated against you

prior to the commencement of the period of

insurance;

• facts or circumstances of which you first became

aware prior to the period of insurance, and which

you knew or ought reasonably to have known had

the potential to give rise to a claim under this

policy;

• claims arising out of circumstances noted on the

proposal form for the current period of insurance

or on any previous proposal form.

Where you give notice in writing to us of any facts that

might give rise to a claim against you as soon as

reasonably practicable after you become aware of those

facts but before the expiry of the period of insurance,

you may have rights under Section 40(3) of the Insurance

Contracts Act 1984 to be indemnified in respect of any

claim subsequently made against you arising from

those facts notwithstanding that the claim is made after

the expiry of the period of insurance. Any such rights

arise under the legislation only. The terms of the policy

and the effect of the policy is that you are not covered

for claims made against you after the expiry of the

period of insurance.

General Insurance Code of Practice

We are a signatory to the General Insurance Code of

Practice. The Code aims to raise standards of practice

and service in the insurance industry. It:

• promotes better communication between insurers

and customers which will lead to better public

understanding of insurance to allow customers to

make informed choices, and

• outlines good standards of practice and service to

be met by insurers to enhance their regulation for

responding efficiently to their customers’ needs.

General Insurance Code of Practice

We are a signatory to the General Insurance Code of

Practice. The Code aims to raise standards of practice

and service in the insurance industry. It:

• promotes better communication between insurers

and customers which will lead to better public

understanding of insurance to allow customers to

make informed choices, and

• outlines good standards of practice and service to

be met by insurers to enhance their regulation for

responding efficiently to their customers’ needs.

(a) Dispute resolution process

We will do everything possible to provide a quality

service to you. However, we recognise that occasionally

there may be some aspect of our service or a decision we

have made that you wish to query or draw to our

attention.

We have a Complaints and Dispute Resolution Procedure

which undertakes to provide an answer to your

complaint within fifteen (15) working days.

If you would like to make a complaint or access our

internal dispute resolution service please contact our

nearest office and ask to speak to a dispute resolution

specialist.

(b) Contact for assistance or confirmationof cover

If you need to confirm any policy transaction or

clarify any of the information contained in this policy

document or if you have any other queries, please

contact any of our offices or refer to our website at

www.allianz.com.au.

(c) If this insurance has been issued through aninsurance intermediary

If Your policy has been arranged through our agent, or a

broker who is acting under an agency arrangement such

as a binder with us, then they are acting as our agent and

not as your agent. They will tell you when this is the case.

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If Your policy has been arranged by a broker, other than a

broker acting under such an agency arrangement with us,

then the broker is acting as your agent.

Where this policy has been arranged through an

intermediary a commission may be payable by us to

them for arranging the insurance.

Privacy Act 1988

The Privacy Act 1988 contains National Privacy Principles

which require us to tell you that as an insurer we collect,

handle, store and disclose your personal and sensitive

information in order to:

• decide whether to issue a policy,

• determine the terms and conditions of your policy,

• compile data, and

• handle claims.

Sensitive information includes, amongst other things,

information about an individual’s health, membership

of professional associations and criminal records.

You have given us your consent to collect your personal

and sensitive information in order to issue you with

this policy.

We disclose personal information to third parties

who we believe are necessary to assist us and them

in providing the relevant services and products. For

example, in handling claims, we may have to disclose

your personal and other information to third parties

such as other insurers, reinsurers, loss adjusters,

external claims data collectors, investigators and agents

or other parties as required by law. We limit the use and

disclosure of any personal information provided by us to

them to the specific purpose for which we supplied it.

You have the right to seek access to your personal and

sensitive information and to correct it at any time.

Allianz Australia aims to ensure that your personal

information is accurate, up to date and complete. Please

contact us on 13 2664 EST 8am-6pm, Monday to Friday

if you would like to seek access to, or revise your personal

information or feel that the information we currently

have on record is incorrect or incomplete or believe that

the privacy of your personal information at Allianz

Australia has been interfered with. In these cases you are

entitled to raise your concerns. Your complaint will be

managed and resolved through our internal Privacy

Complaint Procedure.

Should you wish to obtain more information about

Allianz’s privacy policies, please contact us and ask for

a copy of our booklet called “General Insurance

Information Privacy Code”.

From time to time we may advise or offer you

information on other Allianz products or services that

may be relevant and of interest to you. If you do not wish

to receive these offers or information please call the

Allianz Direct Marketing Privacy Service Line on 13 2664

EST 8am-6pm, Monday to Friday or indicate your

decision in the appropriate area of the Privacy section

of our website at www.allianz.com.au.

Your Duty of Disclosure

Before you enter into an insurance contract with us,

the Insurance Contracts Act 1984 requires you to provide

us with the information we need to enable us to decide

whether and on what terms your application for

insurance is acceptable and to calculate how much

premium is required for your insurance.

The Act imposes a different duty the first time you enter

into the policy with us to that which applies when you

renew, vary, extend, reinstate or replace your policy.

We set these two duties out below.

Your Duty of Disclosure when you enter into thispolicy with us for the first time

You will be asked various questions when you first

apply for this policy. When you answer these questions,

you must:

• give us honest and complete answers;

• tell us everything that you know; and

• tell us everything that a reasonable person in the

circumstances could be expected to tell us.

Your Duty of Disclosure when you renew, vary,extend, reinstate or replace your policy

When you renew, vary, extend, reinstate or replace the

policy, your duty is to tell us before the renewal,

variation, extension, reinstatement or replacement is

made, every matter known to you which:

• you know, or

• a reasonable person in the circumstances could be

expected to know, is relevant to our decision

whether to insure you and whether any special

conditions need to apply to your policy.

What you do not need to tell us for either duty

You do not need to tell us about any matter:

• that diminishes our risk;

• that is of common knowledge;

• that we know or should know as an insurer; or

• that we tell you we do not need to know.

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Who do the two duties above apply to?

Everyone who is insured under the policy must comply

with the relevant duty.

What happens if you or they do not comply witheither duty?

If you or they do not comply with the relevant duty, we

may cancel the policy or reduce the amount we pay if

you make a claim. If fraud is involved, we may treat the

policy as if it never existed and pay nothing.

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ContentsProfessional Indemnity Policy –

Association Liability Policy

Part 1 – What We Insure You For 3

1. Professional Indemnity Insuring Clause 3

2. Directors and Officers Liability Insuring Clause 3

3. Association Reimbursement Insuring Clause 3

4. Association Wrongful Employment Act

Insuring Clause 3

5. Association Liability Insuring Clause 3

6. Direct Financial Loss of Association

Insuring Clause 3

7. Legal Assistance Insuring Clause 3

8. Tax Audit Fees Insuring Clause 4

Part 2 – Automatic Extensions 4

9. Preamble 4

10. Advancement of Defence Costs and other Loss 4

11. Additional Deductible Limit for Directors,

Officers and Committee Members 4

12. Continuous Cover 5

13. Dishonesty 5

14. New Subsidiaries 5

15. Discovery Period 5

16. Pecuniary Penalties 6

17. Pollution Defence Costs 6

18. Occupational Health & Safety 6

19. Joint Venture Liability of Association 6

20. Official Inquiries 6

21. Estates and Legal Representatives 7

22. Spouses 7

23. Outside Directorships 7

24. Severability and Non-Imputation 7

25. Preservation of Indemnity 7

26. Retirement Cover for Directors and Officers 8

27. Crime Expert Expenses 8

28. Reinstatement of Limit of Indemnity 8

29. Vicarious Liability 8

30. Loss of Documents 8

31. Media Costs 8

32. Court Attendance Reimbursement 8

33. Crisis Management Costs 8

34. Run-off Cover for Subsidiaries 8

Part 3a – General Exclusions (Applicable to allInsuring Clauses Except 6) 8

35. Known Circumstances 8

36. Known Claims 8

37. Retroactive Date 8

38. Dishonesty, Fraud & Information Improper Use 9

39. Bodily Injury & Property Damage 9

40. Breach of Professional Duty 9

41. Occupier's Liability 9

42. Assumed Liability 9

43. Major Shareholders 9

44. Related Parties 9

45. Subsidiary Company 9

46. Consensual Claims 9

47. Rights of Contribution or Indemnity 9

48. Penalties, Liquidated Damages, Punitive,

Exemplary, Aggravated and/or Multiple

Damages for 9

49. Trading Debt 9

50. Insolvency 9

51. Information Technology Hazards Clause 9

52. Pollution 10

53. Geographical Limits 10

54. Jurisdiction 10

55. Asbestos 10

56. Nuclear 10

57. War 10

58. Terrorism 11

Part 3b – Specific Exclusions 11

59. Specific Exclusions From Insuring Clause 4 11

60. Specific Exclusions From Insuring Clause 5 11

61. Specific Exclusions From Insuring Clause 6 12

62. Exclusions For Insuring Clause 8 12

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Part 4 – Claims and Loss Conditions 13

63. Reporting 13

64. Co-Operation and Mitigation 13

65. Conduct of Defence/Representation 13

66. Allocation 14

67. Discharge of Liability 14

68. Claim Settlement 14

69. Senior Counsel 14

70. Representation Issues 14

71. Other Insurance 15

Part 5 – General Conditions 15

72. Limit of Indemnity 15

73. Deductible 15

74. Material Changes to the Risk 16

75. Insolvency 16

76. Cancellation 16

77. Governing Law 16

78. Validity 16

79. Subrogation 16

80. Basis of Settlement for Insuring Clause 6 16

81. GST Basis of Settlement 16

82. Interpretation 17

83. Assignment 17

84. Authorisation 17

85. Territorial Coverage 17

86. Confidentiality 17

Part 6 – Definitions 18

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Professional IndemnityPolicy – AssociationLiability PolicySubject to payment of the premium set out in the

schedule or otherwise agreed, we agree to provide

insurance on the terms in this policy.

Some of the words in this policy have specific meanings,

which are set out in the Definitions Section.

In granting insurance to the association and insured

persons, we have relied upon the material statements

and other detail in the proposal form, its attachments

and any other documentation and or information

provided to us as part of the submission made on behalf

of the association and insured persons in respect of this

insurance and it shall be considered incorporated herein

and the basis of this policy.

Part 1 – What We Insure You For

1. Professional Indemnity Insuring Clause

We will pay to or on behalf of the insured, loss resulting

from any claim first made against the insured and

notified to us during the period of cover, or any applicable

discovery period, based on civil liability for any wrongful

act in the conduct of the professional duties. We agree to

pay defence costs in addition to the limit of indemnity

under this Insuring Clause 1.

2. Directors and Officers Liability Insuring Clause

We will pay to or on behalf of the insured persons loss for

which the insured persons may not be legally indemnified

by the association on account of any claim, which is:

(a) first made against them, jointly or severally, during

the period of cover and notified to us during the

period of cover, or any applicable discovery period,

and is,

(b) by reason of a wrongful act.

3. Association Reimbursement Insuring Clause

We will pay to or on behalf of the association for loss

for which the insured persons may be legally indemnified

by the association on account of any claim, which is:

(a) first made against the insured persons, jointly or

severally, during the period of cover and notified

to us during the period of cover, or any applicable

discovery period, and is,

(b) by reason of any wrongful act.

4. Association Wrongful Employment ActInsuring Clause

We will pay to or on behalf of the association, loss

resulting from any claim first made against the

association and notified to us during the period of cover,

or any applicable discovery period, where such loss is in

respect of or arising out of a wrongful employment act.

Our total liability for all claims under this Insuring Clause

will not exceed in the aggregate the limit of indemnity

specified in the schedule.

5. Association Liability Insuring Clause

We will pay to or on behalf of the association, loss

resulting from any claim first made against the

association and notified to us during the period of

cover, or any applicable discovery period, based on

any wrongful act of the association.

6. Direct Financial Loss of AssociationInsuring Clause

We will pay the association for direct financial loss, first

discovered and notified to us during the period of cover.

direct financial loss is discovered when the association or

one of its directors or officers, not in collusion with the

insured person who committed the dishonest act, first

becomes aware of a dishonest act.

Our total liability for all direct financial loss under this

Insuring Clause will not exceed $50,000 in the aggregate.

7. Legal Assistance Insuring Clause

We agree to pay for up to 30 minutes of legal advice to

the insured from a law firm approved by us in advance,

when the advice relates to a matter insured by this policy.

It does not include advice on the insured’s right

to indemnity under this policy. We are only liable under

this Clause where:

(a) the advice is in respect of a matter that becomes

first known to the insured in the period of cover; and

(b) the advice for each matter takes no longer than

30 minutes, and 2 hours in the aggregate in respect

of all matters; and

(c) the law firm is able to continue acting for us if the

matter leads to litigation.

Nothing communicated to the law firm approved by us

constitutes a notification under this policy, unless

notification is made of that matter under Clause 63.

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8. Tax Audit Fees Insuring Clause

We will pay to or on behalf of the association the

reasonable fees and expenses of any tax expert or other

professional adviser approved by us in advance of their

appointment, where the association incurs such fees and

expenses in that expert or adviser specifically responding

to a tax audit of the association. Provided that:

(a) the notice in respect of the tax audit is first received

by the association, and reported to us, in the period

of cover;

(b) there is no cover for fees and expenses of the

expert or adviser which form part of the fees and

expenses ordinarily charged to the association

for annual services of the same nature;

(c) there is no cover under this Clause for fees and

expenses of an insured person;

(d) we are not liable to meet any such fees and

expenses incurred after completion of the tax audit;

(e) the total amount payable by us in the aggregate in

respect of all tax audits in the period of cover is no

more than $50,000. This sub-limit is part of and not

in addition to the limit of indemnity.

Part 2 – Automatic Extensions

9. Preamble

We agree to provide the cover set out in these

Extensions, for no additional premium, provided that:

(a) the indemnity provided is subject to the schedule,

Exclusions, Conditions, deductible and all other

terms of this policy and the relevant extension;

(b) other than as expressly stated herein, the inclusion

of any policy Extensions shall not increase the limit

of indemnity.

10. Advancement of Defence Costs and other Loss

If it is incurred with our prior written consent, we agree

to advance:

(a) defence costs;

(b) legal representation expenses;

(c) media costs; and

(d) tax audit fees under Insuring Clause 8.

If it is not possible for the insured to obtain our

consent prior to the incurring of defence costs or legal

representation expenses, we will waive prior consent

as long as our consent is obtained within 15 days of the

first of such defence costs or legal representation expenses

being incurred.

The sub-limit of liability for all payments under this

Extension for all insured is $20,000 .This sub-limit is part

of and not in addition to the limit of indemnity (other

than for Insuring Clause 1).

However, if and to the extent that any insured is not

entitled to cover for loss under the terms of this policy,

then we will cease to make any such advances and any

amounts previously advanced shall be repaid to us by

the applicable insured, according to their respective

rights and interests, within 45 days following a request

by us for such repayment.

If a claim alleges a wrongful act, or illegal or improper

conduct, as described in the Clause 38 (Dishonesty,

Fraud & Improper Use), then we will advance defence

costs in respect of such claim until an admission by the

insured, a final judgment or other final adjudication that

such insured did in fact commit such wrongful act or

engage in such conduct.

11. Additional Deductible Limit for Directors,Officers and Committee Members

In accordance with Insuring Clause 2 only and on the

following terms, we agree to pay loss of any insured

person who is a director, officer or committee member

of the association, resulting from a claim for a wrongful

act where the limit of indemnity and any other source

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of indemnification (including but not limited to by the

association or outside entity) or other insurance

(including any policy taken out on behalf of or for

the benefit of such insured person, except policies

specifically excess of this policy) in respect of such

loss has been exhausted.

Our aggregate liability for all loss for all such insured

persons in respect of all such claims shall not exceed

an amount equal to the limit of indemnity.

The cover under this Clause is in addition to, and not

part of, the limit of indemnity under the policy. No

deductible shall apply to this cover. Further, we agree

that this Extension cannot be cancelled by the

association.

12. Continuous Cover

Where a claim that would otherwise be covered by this

policy is excluded by Clause 35 (Known Circumstances),

then we will provide cover under this policy, on the

basis that:

(a) the insured first became aware of the fact, event,

circumstance or wrongful act giving rise to the

claim before the period of cover; and

(b) the insured was at the time, and has since been

continuously, insured by us against the wrongful

act when the insured first became aware of such

fact, event, circumstance or wrongful act; and

(c) this policy is a replacement or renewal of the policy

on foot with us when the insured first had the

awareness referred to above; and

(d) there has been no fraudulent non-disclosure or

fraudulent misrepresentation by the insured; and

(e) no claim has been made against the insured prior to

the period of cover arising from or connected to the

subject or any related fact, event, circumstance or

wrongful act.

The cover provided under this Extension will be in

accordance with this policy, unless the terms of this

policy are more favourable than our policy on foot at the

time when the insured first became aware of the fact,

event, circumstance or wrongful act. In such situation,

the terms of that prior policy will apply, including but

not limited to the limit of liability and excess under that

earlier policy.

13. Dishonesty

Notwithstanding Clause 38 (Dishonesty, Fraud &

Information Improper Use), Insuring Clause 1 is

extended to cover claims resulting from any dishonest,

fraudulent, criminal or malicious act or omission by any

insured person in the conduct of the professional duties.

This Extension does not require us to indemnify any

insured person who has committed such conduct or

who has condoned any such conduct.

In determining whether under Insuring Clause 1,

Clause 38 (Dishonesty, Fraud & Information Improper

Use) applies to a claim against the association, any state

of mind or knowledge possessed by any past or present

chairman of the board or management committee,

chief executive officer, director, chief operating officer or

chief financial officer of the association will be imputed

to the association.

14. New Subsidiaries

If, during the period of cover, the association acquires

or creates a new subsidiary that has total assets that are

no greater than the total assets of the association, then

the definition of association will be extended to include

the new subsidiary. However, cover only applies in

respect of wrongful acts (for the purposes of Insuring

Clauses 1-5) or any dishonest or fraudulent act (for the

purpose of Insuring Clause 6) alleged to have been

committed subsequent to the acquisition or creation

of such subsidiary.

Measurement of ‘total assets’ as referred to in this

extension shall be by reference to the most recent

financial statements of the new subsidiary and

association respectively as at the time of acquisition

or creation of the new subsidiary.

Notwithstanding anything in the policy, the definition

of association does not include any new subsidiary

acquired or created by the association that is domiciled

or incorporated in the United States of America or

Canada or their respective territories.

15. Discovery Period

If we refuse to offer any renewal terms for this policy at

the end of the period of cover for any reason other than

non-payment of premium, then the association or any

insured person shall be entitled to purchase a discovery

period for a period of 12 months upon payment of the

premium set out in the schedule.

If a transaction occurs, the association and the insured

persons do not have any right to purchase the discovery

period specified above, however, the association does

have the right, within 30 days of the end of the period of

cover or the transaction becoming effective, to request an

offer from us for a discovery period. We may, but are not

obliged to, offer a discovery period on such terms and

conditions as we may decide at our discretion. The

provision of a discovery period is conditional upon:

(a) the association’s or the insured person’s written

request for its purchase within 30 days following

the end of the period of cover or the effective date of

the transaction as applicable; and

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(b) payment of the additional premium within 30 days

of the expiry of our request; and

(c) this policy not being replaced by any other policy or

policies affording substantially the same cover as

this policy.

If a discovery period is effected, the limit of indemnity shall

not be increased in any way. A discovery period may not

be cancelled by the association and the additional

premium for a discovery period is not refundable.

16. Pecuniary Penalties

Insuring Clauses 2, 3, 4 and 5 are extended to cover

as loss, to the extent permitted by law, any pecuniary

penalties imposed in the jurisdictions of and under

the laws of Australia and New Zealand upon the

insured based on wrongful acts, except for any pecuniary

penalties:

(a) which are uninsurable at law or are imposed

in respect of conduct the insurance of which

is against public policy; or

(b) arising directly or indirectly from a requirement to

pay taxes, duties, rates, levies, charges, fees or any

other revenue raising measure; or

(c) imposed where the insured knew, or where a

reasonable person ought reasonably to have

known, prior to the period of cover that the insured

had committed an offence under a law; or

(d) as a result of further wrongful acts committed after

the insured first knew, or where a reasonable

person in the circumstances ought reasonably to

have known, that the insured had contravened a

law and committed an offence pursuant to that

law, and which led to the imposition of increased

or additional pecuniary penalties; or

(e) imposed pursuant to any law regulating air,

marine or vehicular traffic.

In the event of any conflict between this Extension and

the Bodily Injury and Property Damage Exclusion, or the

Pollution Exclusion, this Extension shall apply.

Our total liability under this Extension will not exceed in

the aggregate $10,000. This sub-limit is part of and not in

addition to the limit of indemnity.

17. Pollution Defence Costs

We will pay to or on behalf of any insured person, defence

costs in respect of any claim, or legal representation

expenses in respect of an official inquiry, otherwise

excluded by Clause 52 (Pollution).

The sub-limit of liability for all payments under this

Extension in the aggregate is $50,000 This sub-limit is

part of and not in addition to the limit of indemnity. The

cover provided under this Extension will only apply to

claims made, or Official inquiries commenced, in the

jurisdictions of Australia or New Zealand and pursuant

to the laws of Australia or New Zealand.

18. Occupational Health & Safety Defence Costs

Notwithstanding Clause 39 (Bodily Injury and Property

Damage), under Insuring Clauses 1 and 2 we will pay

defence costs of an insured person in respect of any claim

for an alleged wrongful act, or legal representation

expenses of an insured person in respect of an official

inquiry, involving conduct which if established would

constitute a breach of Occupational Health and Safety

legislation.

This Extension provides cover in respect of alleged

workplace manslaughter and industrial or workplace

deaths.

The sub-limit for this extension for all payments in the

aggregate in respect of all claims and all Official Inquiries

for all insured persons is $50,000. This sub-limit is part of

and not in addition to the limit of indemnity.

19. Joint Venture Liability of Association

Insuring Clause 1 is extended to cover claims resulting

from the association’s participation in any joint

venture in connection with the professional duties.

Provided that:

(a) the cover given will only relate to the association’s

proportion of any liability incurred by such joint

venture; and

(b) the insured’s income derived from participation in

such joint venture shall have been included in the

calculation of income furnished by the insured for

the purposes of calculating the premium for this

policy.

20. Official Inquiries

We will pay legal representation expenses on behalf of the

insured in respect of any official inquiry for which the

notice or process compelling the attendance of the

insured is first served in the period of cover or

an applicable discovery period. If the association does not

indemnify the insured person(s) for the legal

representation expenses, no deductible shall apply to this

Extension.

If there is an entitlement to payment under the

Occupational Health and Safety Defence Costs Extension

or the Pollution Defence Costs Extension, then there is

no entitlement to payment under this Extension.

Our total liability under this Extension in respect of all

insured for all Official Inquiries will not exceed, in the

aggregate $50,000. The cover under this Extension is part

of the limit of indemnity and not in addition to it.

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21. Estates and Legal Representatives

With respect to Insuring Clauses 1, 2 and 3, we will pay

loss for any claim first made against the estates, heirs,

legal representatives or assigns of any deceased,

incompetent, insolvent or bankrupt insured person,

provided that the claim:

(a) arises directly from a claim made against the

insured person which is covered under the policy;

and

(b) is made solely by reason of their status as estates,

heirs, legal representatives or assigns of the

deceased, incompetent, insolvent or bankrupt

insured person.

22. Spouses

With respect to Insuring Clauses 1, 2 and 3, we will pay

loss for any claim first made against the lawful spouse or

domestic partner of any insured person during the period

of cover, provided that the claim arises directly from a

claim made against the insured person which is covered

under the policy and is made solely by reason of the

spouse’s or domestic partner’s:

(a) status as such; and

(b) ownership interest in any real or personal property

against which the claimant seeks recovery for an

alleged wrongful act of the insured person.

23. Outside Directorships

Where an insured person holds an outside directorship:

(a) at the commencement of the period of cover, in any

organisation listed in the schedule; or

(b) enters into it during the period of cover with an

organisation.

We will provide cover under Insuring Clauses 2 and 3 for

any claim where such insured person is not otherwise

entitled to an indemnity under any other policy of

insurance arranged by the organisation either because

such a policy was not in force at the relevant time or

such a policy fails to respond for any reason whatsoever

including the organisation’s insolvency or exhaustion

of the policy limits.

Provided always that:

(a) such indemnity will not extend to any of the other

directors, officers or employees of the organisation;

and

(b) no indemnity whatsoever is available to the

organisation under this policy; and

(c) indemnity under this extension shall be non-

cumulative with any other insurance issued by us;

and

(d) for the purposes of this Extension only and for no

other purpose, the terms, Exclusions and/or

Conditions of this policy apply as if the terms

association and insured include organisation; and

(e) the period of cover in respect of claims arising

under (b) above shall cease at the earlier of forty-

five (45) days commencing from the appointment

of the outside directorship or the date otherwise

provided by the terms of this policy, unless in the

case of the former:

(i) notification of the appointment has been given

in writing to us, and we have the right to

request additional information and to charge

an additional premium; and

(ii) we have agreed to include the organisation.

24. Severability and Non-Imputation

We agree that any conduct on the part of any insured

person, whereby such person breached the duty of

disclosure or made a misrepresentation to us before this

contract was entered into, or failed to comply with a

term of this policy, shall not prejudice the right of any

other insured person to indemnity under the policy.

Provided that such other insured person:

(a) is innocent of and has no prior knowledge of any

such conduct; and

(b) shall immediately upon becoming aware of any

such conduct advise us in writing of all known facts

in relation to such conduct.

Nothing in this Extension relieves any insured from

the duty or disclosure owed to us.

However, any state of mind or knowledge possessed

by any past or present chairman of the board or

management committee, chief executive officer, director,

chief operating officer or chief financial officer of the

association will be imputed to the association.

25. Preservation of Indemnity

If, for the purposes of Insuring Clause 3, an insured person

is unable to satisfy a right to indemnity against the

association in respect of a claim or official inquiry, by

reason only of the association being placed in liquidation

or other external administration (other than voluntary

liquidation or administration) and having insufficient

funds available so to indemnify the insured person, then

we shall indemnify the insured person in accordance with

Insuring Clause 2 of this policy to the extent, less the

deductible, that the insured person is unable to satisfy the

right to indemnity against the association.

Provided that the burden of adducing satisfactory proof

to obtain the benefit of this extension shall rest entirely

with the insured person and shall include the production

7

of documentary evidence of the association’s assets and

liabilities and such other information as we shall require.

26. Retirement Cover for Directors and Officers

If the association does not renew this policy or replace it

with any other insurance providing directors and officers

liability coverage and a discovery period does not arise or

has not been purchased, then any insured person who is

a director or officer will be automatically entitled to a 12

month discovery period at no additional premium after

the expiry of the period of cover provided that such

insured person retired from all employment or office

prior to the expiry of the period of cover.

27. Crime Expert Expenses

Where cover exists for direct financial loss under Insuring

Clause 6 we will also indemnify the association for

reasonable expenses incurred and paid by it to an expert

for the purpose of establishing the existence and

amount of the direct financial loss covered under Insuring

Clause 6.

The sub-limit of liability for all payments under this

Extension is $20,000. This sub-limit is part of and not in

addition to the limit of indemnity. No deductible shall

apply to this Extension.

28. Reinstatement of Limit of Indemnity

In respect of Insuring Clause 1 only, where the limit of

indemnity is eroded (partially or totally) as a result of the

payment of any earlier and separate claim(s), we agree to

reinstate limit of indemnity. However the aggregate of all

such reinstatements in connection with all further claims

will not exceed a total amount equal to the limit of

indemnity, inclusive of all defence costs, in respect of

such further claim(s). Such reinstatements are only

available where the subsequent claim(s) is/are separate

from and totally unrelated to those which gave rise to the

erosion or exhaustion of the original limit of indemnity.

Further, this Extension does not apply until the insured

have exhausted the limit(s) of any policy which is in

excess of the original limit of indemnity under this policy,

other than any similar reinstatement provisions under

such excess policies.

29. Vicarious Liability

Insuring Clause 1 covers the acts, errors or omissions of

sub-contractors and consultants, but only in respect of

the insured’s civil liability for Professional wrongful acts

in the conduct of the professional duties provided by the

sub-contractor and/or consultant on behalf of the

insured. Cover will not extend to the sub-contractor

and/or consultant who committed the act, error or

omission.

30. Loss of Documents

Under Insuring Clause 1, we agree to pay costs and

expenses incurred by the association in replacing or

restoring lost or damaged documents for which the

association is legally responsible if:

(a) the documents cannot be located after a diligent

and thorough search, or they have been destroyed

or damaged;

(b) the loss of the documents is first discovered and

notified to us during the period of cover;

(c) the association provides us with evidence

substantiating the costs and expenses incurred

by the association in replacing or restoring the

documents; and

(d) we approve the bills and accounts.

Our total liability under this extension for any one claim

and in the aggregate from all claims during the period of

cover shall not exceed the limit of indemnity specified in

the schedule.

31. Media Costs

We agree to pay media costs of any insured against which

or whom a claim is made and which is covered by the

policy. The sub-limit of liability for all payments in the

aggregate for all claims under this Extension is $20,000.

This sub limit is part of and not in addition to the limit

of indemnity.

32. Court Attendance Reimbursement

Where an insured person is legally compelled to attend

Court to give evidence in connection with a claim covered

by this policy, we agree to pay a daily amount of $250 in

respect of that insured person’s attendance. The sub-limit

of liability for all payments in the aggregate under this

Extension is $20,000 in respect of all insured persons for

all attendances. No deductible applies to this Extension.

This sub-limit is part of and not in addition to the limit of

indemnity.

33. Crisis Management Costs

We agree to pay to or on behalf of the association the

reasonable costs and expenses paid by the association for

external crisis management services provided in

response to a crisis within the first 30 days after the crisis.

The entity or person providing the services, and their fees

and expenses, must first be approved by us. We are not

liable for any fees and expenses incurred by the

association without our prior approval, not to

be unreasonably withheld.

The sub-limit of liability for this Extension for all such

costs and expenses in respect of all crises, is $50,000 and

is part of and not in addition to the limit of indemnity.

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34. Run-off Cover for Subsidiaries

In the event of the sale, dissolution or disposal of a

covered subsidiary before or after the commencement of

the period of cover of a subsidiary, we will pay:

(a) loss for any wrongful act in respect of that subsidiary

for a wrongful act committed while the entity was a

subsidiary and prior to its sale, dissolution or

disposal;

(b) legal representation expenses for any official inquiry

in respect of conduct committed while the entity

was a subsidiary and before its sale, dissolution or

disposal;

(c) direct financial loss for dishonest conduct committed

while the entity was a subsidiary and prior to its

sale, dissolution or disposal and which is otherwise

covered by this policy,

where such insured is not otherwise entitled to an

indemnity under any other policy of insurance.

Part 3a – General Exclusions (Applicableto all Insuring Clauses Except 6)

This policy does not provide any indemnity for any loss in

respect of any claim or official inquiry:

35. Known Circumstances

Arising from, any fact, situation or circumstances which:

(a) an association knew before this policy began; or

(b) a reasonable person in the association’s

professional position would have thought before

this policy began,

might result in someone making an allegation against

the association in respect of a liability, that might be

covered under this policy.

36. Known Claims

The possibility of which was intimated in any way to the

insured prior to the commencement of the period of

cover. An intimation of a claim includes, whether in

writing or otherwise, but is not limited to:

(a) a complaint or allegation of any conduct that

might give rise to any relief, whether or not giving

or potentially giving rise to loss or damage; and

(b) a complaint or allegation of any wrongful act.

37. Retroactive Date

Arising from, attributable to or in any way connected

with any wrongful act or other conduct occurring in

whole or part prior to the retroactive date.

38. Dishonesty, Fraud & Information Improper Use

Arising directly or indirectly out of or in any way

connected with:

(a) any wilful, reckless, dishonest, fraudulent, criminal

or malicious conduct by such insured; or

(b) any intentional or wilful breach of any statute,

contract or duty by such insured; or

(c) any insured having gained any personal advantage

to which he/she was not legally entitled; or

(d) any improper use of information acquired by the

insured, by virtue of an insured person’s position

with the association, to gain directly or indirectly

any advantage, personally or for the association or

for another person, to which any of them was not

legally entitled; or

(e) any conduct referred to in 38(a) to 38(d) above by

any other person, which conduct the insured at any

time condoned or became aware of prior to the

commencement of the period of cover.

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39. Bodily Injury & Property Damage

Arising from, attributable to or in any way connected

with bodily Injury or property damage. This Exclusion

does not apply to any claim based on a wrongful

employment act to the extent it alleges mental injury,

mental anguish or emotional distress, or to Clause 18

(Occupational Health and Safety).

40. Breach of Professional Duty

Arising from, attributable to or in any way connected

with any breach or alleged breach of duty or contract,

or error or omission, relating to the rendering or failure

to render services and/or advice in the conduct of the

professional duties. This exclusion does not apply to

Insuring Clause 1.

41. Occupier’s Liability

Arising from, attributable or in any way connected with

the ownership, occupation, control or management of

real property by an insured.

42. Assumed Liability

Arising from, attributable to or in any way connected

with any duty, obligation or liability assumed by the

insured by contract, warranty, guarantee or indemnity,

unless such duty, obligation or liability would have

existed in the absence of such assumption.

43. Major Shareholders

Directly or indirectly brought or maintained by or on

behalf of any shareholder in the association, a subsidiary

company or an organisation:

(a) where, at the time of the wrongful act, such

shareholder held (15%) fifteen percent or more of

the issued capital of the policyholder, subsidiary

company or organisation either directly or

beneficially; or

(b) where, at the time of the wrongful act, the

shareholder had the entitlement to vote at a board

meeting of the association or such subsidiary

company or organisation.

44. Related Parties

Made, brought or maintained by or on behalf of any

person or entity who or which is related to or associated

with any insured, unless such person or entity is acting

without any prior direct or indirect solicitation, co-

operation or assistance from any insured.

45. Subsidiary Company

Arising directly or indirectly out of or in connection

with any wrongful act committed by an insured person

while acting on behalf of any entity after the effective

date such entity ceased to be a subsidiary company or was

deregistered.

46. Consensual Claims

Made, brought or maintained by or on behalf of any

person or entity with the solicitation, co-operation or

assistance of any insured.

47. Rights of Contribution or Indemnity

In connection with which the insured has at any time

foregone, waived, excluded or limited any right of

indemnity or recovery.

48. Penalties, Liquidated Damages, Punitive,Exemplary, Aggravated and/or MultipleDamages for:

(a) exemplary, aggravated, punitive or liquidated

damages, and/or any additional damages resulting

from the multiplication of compensatory damages;

or

(b) fines or penalties, other than as covered under

Clause 16 (Pecuniary Penalties); or

(c) in connection with income tax, customs duties,

excise duty, sales tax, goods and services tax or any

other State or Federal tax or duty.

49. Trading Debt

For, arising from, attributable to or in any way connected

with any trading or business debt incurred by the

association, subsidiary company or organisation or

any guarantee given by an insured for any debt.

50. Insolvency

In respect of Insuring Clauses 1 and 5, first made or

intimated subsequent to the date upon which the

insured becomes insolvent. Provided always that this

Exclusion shall not apply where the insured establishes,

to our satisfaction that the claim would have arisen

notwithstanding that the insured was insolvent.

51. Information Technology Hazards Clause

Arising from, attributable to or in any way connected

with:

(a) loss, corruption or destruction of data, coding

programme or software, unless covered under

Clause 30 (Loss of Documents) and/or;

(b) unavailability of data and malfunction of

hardware, software and embedded chips.

52. Pollution

Arising from, attributable to or in any way connected

with the actual, alleged or threatened dispersal, release

or escape of pollutants into or upon real or personal

property, the atmosphere, any water course or body of

10

water, including but not limited to any enforcement

action or proceeding in connection with the

containment, clean up, removal, treatment or

monitoring of such pollutants, or seepage, pollution or

contamination howsoever occurring.

53. Geographical Limits

Arising from, attributable to or in any way connected

with any conduct occurring, in whole or part in the

United States of America and Canada, or their respective

territories and possessions.

54. Jurisdiction

Brought in a court outside the Commonwealth of

Australia or of New Zealand, or brought in a court within

the Commonwealth of Australia or of New Zealand, to

enforce a judgement handed down in a court outside

of the Commonwealth of Australia or of New Zealand.

55. Asbestos

Directly or indirectly arising out of, resulting from or in

consequence of or in any way involving asbestos, or any

materials containing asbestos, in whatever form or

quantity.

56. Nuclear

Directly or indirectly arising from, attributable to or

in any way connected with ionising radiation or

contamination by radioactivity from any nuclear fuel,

weapon, medical isotope, waste or other material

whether occurring naturally or otherwise, or by the

radioactive, toxic, explosive or other hazardous

properties of any explosive nuclear assembly or

nuclear component thereof.

57. War

Arising from, attributable to or in any way connected

with war, invasion, acts of foreign enemies or hostilities

(whether war be declared or not), civil or military

uprising, or usurped power, insurrection, revolution,

rebellion, or confiscation or requisition or nationalisation

or destruction of or damage to property by or under the

order of any local government or public or local

authority.

58. Terrorism

Directly or indirectly caused by, contributed to by,

resulting from or arising out of or in any way connected

with any:

(a) act of terrorism, as defined herein; and

(b) action in controlling, preventing, suppressing,

retaliating against, or responding to any act of

terrorism,

regardless of any other cause or event contributing

concurrently or in any other sequence.

An act of terrorism includes any act, or preparation in

respect of action, or threat of action designed to

influence the government de jure or de facto of any

nation or any political division thereof, or in pursuit of

political, religious, ideological or similar purposes to

intimidate the public or a section of the public of any

nation by any person or group(s) of persons whether

acting alone or on behalf of or in connection with any

organisation(s) or government(s) de jure or de facto,

and which:

(a) involves violence against one or more persons; or

(b) involves damage to property; or

(c) endangers life other than that of the person

committing the action; or

(d) creates a risk to health or safety of the public or a

section of the public; or

(e) is designed to interfere with or to disrupt an

electronic system.

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Part 3b – Specific Exclusions

59. Specific Exclusions From Insuring Clause 4

In addition to the General Exclusions, we will not pay for

any loss in respect of any claim:

(a) for or in connection with employment benefits;

(b) any amount not indemnified by the association for

which any insured is absolved from payment by

reason of any covenant, agreement or court order;

(c) for or in connection with an allegedly unfair

contract of employment;

(d) the cost of complying with any injunctive or other

non-monetary relief or any agreement to provide

any such relief;

(e) costs incurred by any insured to make any

accommodation in respect of working practices or

otherwise on the basis of a person’s disability or

family responsibilities or as may be required under

any law relating anti-discrimination.

60. Specific Exclusions From Insuring Clause 5

In addition to the General Exclusions, we will not pay for

any loss in respect of any claim or official inquiry:

(a) arising from or attributable or related to violation

of any law, rule or regulation relating to

competition, activities in restraint of trade, or

deceptive acts and practices in trade and

commerce;

(b) in respect of any misappropriation, plagiarism or

infringement of any trade mark, trade secret,

patent, copyright or any other intellectual property

rights;

(c) arising out of a violation of any responsibilities,

obligations or duties protecting or regulating any

superannuation, pension or similar fund;

(d) for or in connection with a wrongful employment

act;

(e) for or in connection with any workers’

compensation, occupational or workplace health

and safety, disability benefits, unemployment

benefits or compensation, unemployment

insurance, retirement benefits, social security

benefits or any similar law, regulation or rule;

(f) in respect of the insured’s manufacture,

distribution or sale of products, or the recall of

products manufactured, distributed or sold by

the insured.

61. Specific Exclusions From Insuring Clause 6

In addition to the General Exclusions (where applicable),

with respect to Insuring Clause 6 (Association Direct

Financial Loss) we will not indemnify for:

(a) any direct financial loss the proof of which is solely

dependent on a profit and loss computation, or on

a comparison of inventory records with an actual

physical count. However, where the direct financial

loss results from or is suspected of resulting from

an identified insured person, a comparison of

inventory records with an actual physical count

can be relied on as partial evidence in support of

the direct financial loss claimed;

(b) any direct financial loss arising from the accessing

and dissemination of any confidential information,

including but not limited to patents, trade marks,

copyrights, customer information, computer

programs and trade secrets;

(c) any direct financial loss arising from any dishonest

act committed after any director or officer has

become aware of a previous dishonest act. This

exclusion does not apply if the director or officer

who discovers such acts is in collusion with the

insured person who commits the relevant

dishonest act;

(d) consequential loss of any nature, including but not

limited to liabilities to third parties, costs of

instituting or defending proceedings, costs of

establishing an entitlement to cover under

Insuring Clause 6 (other than those under Clause

27) or penalties of any kind;

(e) any direct financial loss arising out of any dishonest

act occurring in the United States of America and

Canada, or their respective territories and

possessions;

(f) any direct financial loss discovered before or after

the period of cover;

(g) any direct financial loss arising from any:

(i) dishonest act committed by an insured person

who prepares cheque requisitions and also

has cheque signing authority;

(ii) cheques over AUD5000 that are not

countersigned;

(iii) bank fund transfers or wired funds not dually

authorised;

(iv) dishonest act committed by an insured person

who reconciles monthly bank statements who

also handle deposits, or has access to cheque

signing machines, or signature plates or has

cheque signatory authority.

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62. Exclusions For Insuring Clause 8

In addition to the General Exclusions, under Insuring

Clause 8 we will not pay for any such costs or

expenses where:

(a) the association has not lodged the relevant return

and paid all due amounts within the time required

by law;

(b) such costs and expenses were incurred because

of a failure to respond to the tax audit within the

required timeframe;

(c) the association has failed to fully declare all

relevant assets, income and liabilities in

submitting the applicable return;

(d) such costs and expenses arise from or are in

respect of a dishonest or fraudulent return

(including but not limited to knowingly false

documents), deliberate tax evasion or a criminal

investigation or prosecution;

(e) the return has been lodged outside Australia or

the tax audit is in respect of a person ordinarily

resident outside Australia;

(f) the tax audit was known to the insured (or its

agent), to be impending, before the period of cover;

(g) such costs and expenses are incurred in relation to

a tax minimisation scheme disallowed by any

relevant authority.

Part 4 – Claims and Loss Conditions

63. Reporting

The insured must give to us immediate notice in writing

of any claim against them or loss for which the insured

may seek indemnity under the policy. Such notice shall

be within the period of cover and sent to The Claims

Manager, Allianz Australia Insurance Limited, 2 Market

Street, Sydney, New South Wales 2000 .

For any claim under Insuring Clause 6 of this policy, the

association must give written notice to us of any direct

financial loss not later than 60 days after any direct

financial loss is first discovered. The association must, at

its own cost, also provide us with affirmative proof of the

direct financial loss (with full particulars within 3 months

of notification) and provide us with all requested

information and documents.

64. Co-operation and Mitigation

The insured shall not make any offer or payment or

admit liability for or settle any claim or incur any costs or

expenses or otherwise assume any liability or obligation

in connection therewith, or any loss for which indemnity

is sought under the policy, without our written consent.

The insured shall not forego, waive, exclude or limit any

rights of indemnity or recovery.

The insured shall, at their own cost, diligently do all

things reasonably practicable to avoid or minimise any

loss or liability hereunder.

We shall not be liable for any loss, settlement or other

liability assumed, or costs and expenses incurred by the

insured without our written consent and any offer,

payment, admission, loss, settlement made or costs or

expenses incurred without such consent shall not be loss.

The insured shall, at its/their own cost, immediately

provide to us such assistance and information as we may

reasonably require to enable us to determine whether or

not the insured is entitled to an indemnity under this

policy, and to enable us to investigate and defend any

claim, including representation of any insured person at

an official inquiry, or investigate any other claim for

indemnity under the policy.

65. Conduct of Defence/Representation

We shall be entitled at any time to take over and conduct

in the name of the insured the investigation, defence

and/or settlement of any claim or representation at an

official inquiry.

If we assume the conduct of the defence of a claim or

representation at an official inquiry, or the insured is

permitted by us to incur defence costs or legal

representation expenses, and we carry out any

investigation regarding such claim or official inquiry

13

without prejudice to the question of indemnity until

sufficient facts and information are available to make a

decision on the question of indemnity, this does not:

(a) indicate an insured is entitled to indemnity under

the policy; or

(b) waive or prejudice our rights (if any) under

the policy.

66. Allocation

Where any liability or amount has been jointly, or jointly

and severally, incurred as between any insured and any

other uninsured person (including the association or a

subsidiary), our liability under this policy shall be the

proportion of that liability or amount which represents

a fair and equitable allocation between the covered

insured and the other person(s), taking into account the

relative legal and financial exposures of, and the relative

benefits obtained in any settlement by, the covered

insured and the other person(s) in or as a result of the

claim or official inquiry.

Where any liability or amount is incurred in respect of

any claim or Inquiry which arises from both matters

covered and matters not covered by this policy, our

liability under this policy is limited to the proportion of

the liability or amount which represents a fair and

equitable allocation taking into account the relative legal

and financial exposures attributable to covered matters

and matters not covered under this policy.

If the parties are unable to agree on a fair and equitable

allocation, then such allocation is to be determined by a

Queen’s or senior counsel (to be mutually agreed upon by

the parties, or in the absence of agreement, to be

appointed by the President of the Bar association, or

equivalent organisation, in the jurisdiction in which the

liability or amount was incurred). The costs of the

Counsel are to be treated as defence costs.

The Counsel is:

(a) to determine the fair and equitable allocation as an

expert, not as an arbitrator. We and the insured

may make submissions to the Counsel;

(b) not limited to a consideration of such submissions

and is to determine the fair and equitable

allocation in his or her own judgment and opinion.

Such determination shall be final and binding.

While the proportion of defence costs or legal

representation costs to be advanced under the policy

remains disputed and undetermined, we shall advance

that proportion of defence costs/legal representation

expenses which we consider represents a fair and

equitable allocation. The allocation finally agreed or

determined shall be applied retrospectively to any

defence costs/legal representation expenses incurred prior

to agreement or determination but shall not be a

presumption as to other loss covered by the policy.

67. Discharge of Liability

If in our opinion the amount required to dispose of any

claim under any Insuring Clause other than Insuring

Clause 1 may exceed the available limit of indemnity, we

shall be entitled, at our discretion, to discharge our

liability by paying (or agreeing to pay upon settlement of

the claim) the available limit of indemnity remaining after

paying the defence costs incurred up to the time of

election to discharge our liability to the insured or on the

insured’s behalf. If at the time of making such an election

we are conducting the defence of the claim, we shall

relinquish conduct. We shall have no further liability

whatsoever under the policy.

68. Claim Settlement

If the insured disagrees with a claim settlement

recommended by us, the insured may elect to contest

such claim. However, our liability in respect of the

claim shall not exceed the amount for which the claim

could have been so settled plus the defence costs and any

other covered loss incurred up to the date of such

election, less the deductible, subject always to the limit of

indemnity and the pro rata costs provisions in Clause 72

relating to Insuring Clause 1.

69. Senior Counsel

If a dispute arises between us and insured as to whether

or not to contest any claim, neither we nor the insured

shall be required to contest such claim unless a senior

counsel (to be mutually agreed upon by us and the

insured or, failing agreement, the President of the Law

Society or equivalent body in the State where claim is

being heard or defended) shall advise that such claim

should be contested. Senior counsel shall advise having

regard to the economics of the matter, the damages and

costs which are likely to be recovered against the insured

and the likely defence costs that will be incurred in

defending the claim and the prospects of successfully

defending the claim. The costs of senior counsel so

advising shall be defence costs and be part of and not

in addition to the limit of indemnity. However, no

deductible shall apply to those defence costs.

70. Representation Issues

The solicitors instructed by us to act on the insured’s

behalf can disclose to us any information they receive

in that capacity, whenever and from wherever it is

obtained. The insured agrees to waive any legal

professional or client privilege to the extent such

privilege may have prevented disclosure to or use of that

information by us. By claiming under this policy the

insured authorises such solicitors to disclose this

14

information to us and waives such claims for legal

professional or client privilege as against us.

The lawyers appointed by us to conduct the defence of

the claim shall also continue to advise us on all issues,

including but not limited to the right of the insured to

indemnity under the policy or any related issue. It is

agreed that this will not prevent those lawyers from

acting in good faith on the defence of the claim on our

instructions.

If any actual or potential conflict arises between the

respective interests of the insured and us, the lawyers

appointed by us to investigate and defend the claim may

cease acting on behalf of the insured and continue to

advise us in any dispute with respect to the entitlement

of the insured to indemnity under the policy.

The insured agrees that all communications between us

and the lawyers appointed by us to investigate, defend or

settle a claim are privileged as between us and the

lawyers and that the insured is not entitled to demand,

access or obtain any such communications or

information contained therein.

71. Other Insurance

To the extent permitted by the Insurance Contracts Act

1984, this policy will only cover loss to the extent that the

amount of such loss is in excess of any indemnity or

cover available to the insured in respect of that loss under

any other policy entered into by the insured.

To the extent permitted by the Insurance Contracts Act

1984, this policy will only cover loss to the extent that the

amount of such loss is in excess of any indemnity

or cover available to the insured in respect of that loss

under any other policy effected on behalf of the

insured or under which the insured is a beneficiary

(but not a policy to which to which the preceding

paragraph applies).

Neither of the two preceding paragraphs applies to

such other insurance that is written only as specific

excess insurance over the limit of indemnity provided

in this policy.

If such other insurance is provided by us, or any other

member company, associate or affiliate of Allianz SE,

and it covers a loss covered by this policy in respect of

a claim or official inquiry, the limit of indemnity under this

policy in respect of that claim or official inquiry shall be

reduced by any amount paid by us (or member

company, associate or affiliate of Allianz SE) under such

other insurance.

Part 5 – General Conditions

72. Limit of Indemnity

Subject to the following provisions, our total liability

under this policy shall not exceed the limit of indemnity in

respect of:

(a) all loss in respect of any one claim, including but

not limited to defence costs; and

(b) all loss and for all claims and all insureds, in the

aggregate, including but not limited to defence

costs and other amounts paid or payable under this

policy.

For all purposes of the policy, all claims arising from or

attributable to the same wrongful act or conduct, are

deemed to be one claim. All claims arising from or

attributable to a series of related wrongful acts or other

related conduct are deemed to be one claim. For the

purpose of this Clause, official inquiry is deemed to be

a claim, even if there is no wrongful act alleged.

In addition to the limit of indemnity, we will pay:

(a) under Insuring Clause 1 only, defence costs,

provided that:

(i) where the insured’s liability under Insuring

Clause 1 exceeds the available limit of

indemnity, we shall only pay such proportion

of the defence costs as the available limit of

indemnity bears to the insured’s liability; and

(ii) where the amount we have paid or incurred

as defence costs exceeds the share that we are

obliged to pay under 10.1 (a), the insured shall

upon demand pay to us the excess amount.

Alternatively, we may deduct the excess

amount from any entitlements the insured

may have under this policy.

(b) under Clause 28 (Reinstatement of limit

of indemnity for Insuring Clause 1 only), the

reinstatement(s) up to an amount equivalent

to the limit of indemnity on the terms of that

Extension;

(c) under Clause 11 (Additional Deductible Limit for

Directors, Officers and Committee Members), the

additional excess limit of indemnity on the terms of

that Extension.

73. Deductible

Our liability under this policy shall apply only to that part

of the amount, up to the available limit of indemnity

(including defence costs), required to dispose of a claim,

which exceeds the deductible. Such deductible shall be

borne by the insured and shall remain.

15

The deductible applies to each claim covered by this

policy. Where more than one claim arises from or is

attributable to the same wrongful act or other conduct, or

series of related wrongful acts or other related conduct,

only one deductible is payable under the relevant

Insuring Clause.

If a payment required to dispose of a claim does not

exceed the deductible, that part of the deductible not

required to dispose of such claim shall be applied to the

defence costs otherwise paid or payable by us and such

amount shall be paid by the association and/or insured

persons to us or at our direction on request.

Where we make a payment in respect of a claim,

including for defence costs, which includes payment of

part or all of the deductible, the insured shall within 30

days of being notified by us reimburse us for the amount

of the deductible paid by us on behalf of the insured.

74. Material Changes to the Risk

The insured shall immediately advise us of any material

alteration to the association’s business including but not

limited to:

(a) any change in the nature of the services

comprising the business; or

(b) any transaction; or

(c) the association or subsidiary company going into

bankruptcy, administration, receivership,

liquidation or any external administration; or

(d) the association or subsidiary company entering into

a scheme of arrangement, debt agreement or

arrangement with creditors; or

(e) the cancellation or suspension of, or the imposing

of special conditions upon, the insured’s statutory

professional registration or licensing or

registration with a professional association.

75. Insolvency

If, during the period of cover, any of the following

events occur:

(a) the association going into bankruptcy,

administration, receivership, liquidation or any

external administration; or

(b) the association entering into a scheme of

arrangement a debt agreement or other

arrangement with creditors,

then this policy will remain in force until the expiry of the

period of cover, but only in respect of claims arising from

wrongful acts, or direct financial loss resulting from

dishonest acts, preceding the date and time when such

events occurred. There is no other cover under the policy.

76. Cancellation

This policy may be cancelled by the insured giving written

notice to us at any time. This policy may be cancelled by

us in accordance with the Insurance Contracts Act

(1984).

Upon cancellation by the insured a refund of premium

will be allowed, pro-rata less 15%, for the unexpired

portion of the period of cover.

77. Governing Law

This policy is to be governed in by the laws of Australia

and the State or Territory where the policy was issued.

The relevant courts of the place where the policy was

issued shall have exclusive jurisdiction in any dispute

concerning or under this policy.

78. Validity

This policy is not valid unless its schedule is attached and

which a duly authorised officer on our behalf has signed.

79. Subrogation

Where we pay loss under this policy, we are entitled

to any rights the insured may have in respect of that

payment. The insured must, at its own cost, co-operate

and assist us in exercising those subrogated rights.

80. Basis of Settlement for Insuring Clause 6

For any direct financial loss covered under this policy, we

are not liable for more than:

(a) the actual market value of securities and money

at the close of business on the day the direct

financial loss was first discovered (determined

by the value published in the Australian Financial

Review), or the actual cost of replacing the

securities and money, whichever is less;

(b) the actual cash value of other tangible property

(not referred to in (a) above) at the close of

business on the day the direct financial loss was first

discovered, or the actual cost of replacing the

property with property of like quality or value,

whichever is less;

(c) the cost of blank books, blank pages or other

materials plus the cost of labour and computer

time for the actual transcription or copying of data

furnished by the association in order to reproduce

books of account and other records.

81. GST Basis of Settlement

The amount that we are liable to pay under this policy

will be reduced by the amount of any input tax credit

that the insured is or may be entitled to claim for the

supply of goods or services covered by that payment.

16

If the insured is entitled to an input tax credit for the

premium, the insured must inform us of the extent of

that entitlement at or before the time the insured makes

a claim under this policy. We will not indemnify the

insured for any GST liability, fines or penalties that arise

from or is attributable to the insured’s failure to notify us

of the insured’s entitlement (or correct entitlement) to an

input tax credit on the premium.

If the insured is liable to pay an deductible under this

policy, the amount payable will be calculated after

deduction of any input tax credit that the insured is or

may be entitled to claim on payment of the deductible.

82. Interpretation

Paragraph Headings are included for convenience only

and do not form part of this policy for the purposes of

interpretation of this policy. Words and expressions in

the singular include the plural and vice versa. Words

(except Headings) in bold lettering have special meaning

and are defined in the policy. Words that are not

specifically defined in this policy have the meaning

normally attributed to them.

83. Assignment

The insured must not assign the policy or any rights

under the policy without our prior written consent by way

of endorsement to the policy.

84. Authorisation

By acceptance of this policy, the association agrees to act

on behalf of insured persons and each of them agree that

the association shall act on their behalf, with respect to

the giving and receiving of notice of cancellation, the

payment of premiums and the receiving of any return

premiums that may become due under this policy and

the acceptance of other notice.

If the association comprises more than one entity, the

first named entity listed in the first Item of the policy

schedule shall be deemed the association for the purposes

of this Condition.

85. Territorial Coverage

Subject to its terms, this policy covers claims made

anywhere in the world except in or under the laws of the

United States of America and Canada, or their respective

territories and possessions.

86. Confidentiality

The insured may disclose to any third party the fact that

the association has paid, or agreed to pay, a premium for

this policy. The insured must not otherwise disclose to

any third party any terms of this policy, including but not

limited to the limit of indemnity, the Insuring Clauses and

the Exclusions except to the extent that:

(a) disclosure of the terms of this policy is required by

law; or

(b) disclosure is to legal advisors for the purposes of

the insured obtaining policy or claims advice; or

(c) we may consent in writing to disclosure of the

terms of this policy.

17

Part 6 – Definitions

where used in this policy

(a) Association means any party named in the schedule

as an insured.

(b) Bodily injury means physical injury, sickness, death,

disease, and any mental injury or anguish, nervous

shock or emotional distress of any person.

(c) Business means the trade or activities conducted

by the association and described in the schedule

against ‘Professional business’.

(d) Claim means:

(i) a writ, statement of claim, summons,

application or other originating legal or

arbitral process, cross-claim, counter claim or

third or similar party notice for compensation

or non-monetary relief, including but not

limited to a criminal proceeding and an

extradition proceeding;

(ii) a written assertion of a right to, or a demand

for, compensation or non-monetary relief;

(iii) a formal administrative or regulatory

proceeding.

(e) Crisis means any of the following unforeseen events

where, in the reasonable opinion of the managing

director (or equivalent) of the association, the event

has the potential to cause an immediate and

serious affect on the association’s business if left

unmanaged:

(i) the sudden, unexpected death or disability of

any director or officer;

(ii) the sudden loss of a major customer, contract

or credit facility;

(iii) employee workplace violence;

(iv) the first apparent unauthorised intrusion into

the computer facilities of the association;

(v) a recall or boycott of any product;

(vi) a man made disaster;

(vii)any criminal or fraud investigation.

Crisis is not an event that affects generally the

industry in which the association conducts its

business.

(f) Deductible means the respective amount(s) shown

in the schedule as ‘deductible’ as being applicable

to the relevant Insuring Clause, each of which for

Insuring Clauses 1-5 is inclusive of defence costs. It

also applies to each official inquiry under Clause 20

(Official Inquiries).

(g) Defence costs means the reasonable legal costs and

expenses (other than regular or overtime wages,

salaries or fees of directors, officers or employees of

an insured) necessarily incurred by or on behalf of

an applicable insured (with our written consent) or

by us, in the investigation, defence and/or

settlement of a claim covered by this policy.

(h) Direct financial loss means direct financial loss

arising from physical loss of money, securities and

other tangible property belonging to, leased by or

in the care, custody or control of the association,

sustained by the association directly as a result of

any dishonest act committed by an insured person

(whether acting alone or in collusion with any

other person). It does not mean:

(i) costs, fees or expenses of prosecuting or

defending any demand, claim or legal

proceeding resulting from a direct financial loss

covered by this policy;

(ii) costs, fees or other expenses in establishing

the existence or amount of any direct financial

loss, except as provided in Clause 27 (Crime

Expert Expenses);

(iii) salary, wages, commissions, fees, bonuses,

promotions, awards, profit sharing,

superannuation or any other remuneration of

any insured person;

(iv) physical destruction to any premises, or to any

property situated on the premises;

(v) complete or partial non-payment under any

credit arrangement;

(vi) interest or other indirect or consequential loss.

(i) Discovery period means the period of time specified

in Clause 15 (Discovery Period) commencing

immediately after expiry of the period of cover or

any relevant transaction.

(j) Dishonest act means any dishonest or fraudulent

act committed by an insured person (whether

acting alone or in collusion with any other person).

(k) Employee means any person employed under a

contract of service by the association or any covered

subsidiary company but does not include a director,

principal, officer, partner, consultant, contractor,

subcontractor or agent.

(l) Employment benefits means

(i) salary, wages and any other monetary amount

or entitlement of whatsoever type earned prior

to the date of termination or owed by the

association in respect of that period; or

(ii) non-monetary employment benefits; or

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(iii) employment related benefits or compensation.

(m) Expert means any person or entity appointed by the

insured with our prior consent to provide the

association with advice and assistance in the event

of a crisis, or potential loss falling within Insuring

Clause 6.

(n) Insolvent means the association or any covered

subsidiary company:

(i) going into bankruptcy, administration,

receivership, liquidation or any external

administration; or

(ii) entering into a scheme of arrangement, a debt

agreement or other arrangement with

creditors; or

(iii) being unable to pay its debts as and when they

fall due.

(o) Insured means:

(i) any entity specified as such in the schedule;

and/or

(ii) any subsidiary company in existence at the

commencement of the period of cover; and/or

(iii) any insured person.

(p) Insured person means any person who is, was or

becomes during the period of cover a director

(whether formally appointed, shadow or de facto),

officer, trustee of any superannuation or pension

fund established by the association for the benefit

of its employees, office bearer, committee member,

employee of or volunteer to the association or a

covered subsidiary company during the period of

cover when acting in that capacity on behalf of the

business.

But shall not include:

(i) an external auditor, administrator, receiver,

receiver and manager, official manager,

provisional liquidator, liquidator, trustee or

person administering a compromise or

scheme of arrangement of the association,

subsidiary company or organisation or any

employee of such persons; or

(ii) any consultant, contractor, subcontractor or

agent of the association or subsidiary company;

or

(iii) Any body corporate.

(q) Legal representation expenses means the

reasonable legal costs and expenses an insured

incurs with our consent (which shall not be

unreasonably withheld) for legal representation in

relation to an official inquiry (but not including

wages, salaries or other remuneration internal

costs or overheads of any insured).

(r) Limit of indemnity means the amount shown in the

schedule against ‘limit of indemnity’ as our total

liability under the policy for all loss, inclusive of

defence costs, for all claims, all direct financial loss

and all other amounts payable under this policy

including but not limited to media costs, crisis

management costs and crime expert expenses.

(s) Loss means amounts an applicable insured under

an Insuring Clause is legally liable to pay on

account of a claim including but not limited to

damages, judgments, interest, claimant’s costs and

expenses and settlements entered into with our

prior written consent and defence costs, pecuniary

penalties and media costs;

(i) For the purpose of an official inquiry, loss

means legal representation expenses and

media costs;

(ii) For Insuring Clause 6, loss means only direct

financial loss;

(iii) For Insuring Clause 7, loss means the amount

of legal fees charged by the law firm appointed

with our consent;

(iv) For Insuring Clause 8 only, loss means tax

audit fees as set out in that Clause;

(v) For Clause 30 (Loss of Documents), loss means

costs and expenses reasonably incurred in

replacing or restoring documents;

(vi) For Clause 33 (Crisis Management & Costs),

loss means crisis management fees.

Loss does not include:

(i) Internal or overhead expenses of the

association;

(ii) Employment benefits or trust benefits;

(iii) fines or penalties imposed by law, other than

those penalties covered by Clause 16

(Pecuniary Penalties);

(iv) any matters which are deemed uninsurable

at law;

(v) aggravated, punitive or exemplary damages;

(vi) the cost of complying with any non-monetary

order or relief;

19

(vii) any costs and expenses of any kind in

connection with any uncovered matter in

(a)-(f) above.

(t) Media costs means the reasonable fees and

expenses of a public relations firm which the

insured engages with our prior written consent (not

to be unreasonably withheld) for the purpose of

preventing or limiting potential adverse or negative

publicity in respect of a covered claim or official

inquiry.

(u) Money means legal tender including bank notes,

coins, bullion, cheques, bills of exchange,

promissory notes, and claims on bank deposits and

accounts.

(v) Official inquiry means any official investigation,

examination, inquiry ordered or commissioned by

an official body or institution, and:

(i) which the insured person is legally compelled

to attend; and

(ii) which has as its subject matter the affairs of

the association or the conduct of an insured

person in that capacity, or the conduct of the

professional duties in the business; and

(iii) notice of which is first served on the insured

person and notified to us in the period of cover.

It is not necessary that a wrongful act be alleged.

(w) Organisation means any external association not

related to the association and that it is not a

subsidiary company but does not include any entity

which has negative assets at inception of this

policy, or has securities traded in or undertakes its

business enterprise, wholly or partly, in the United

States of America or Canada or their respective

territories.

(x) Outside directorship means the position of director,

officer, secretary, trustee or equivalent position

held by an insured person in an organisation at the

written request or direction of the association.

(y) Period of cover means the period shown in the

schedule against ‘period of cover’ unless terminated

earlier.

(z) Policy means this policy document, its schedule and

the endorsements, if any, noted in the schedule or

granted by us after inception of the policy, and the

information given to us on behalf of the insured in

the proposal.

(aa) Pollutant means any

(i) solid, liquid, gaseous or thermal irritant or

contaminant, including without limitation

smoke, vapour, soot, fumes, acids, alkalis and

chemicals; and

(ii) waste materials, including materials to be

recycled, reconditioned or reclaimed; and

(iii) other air emission, odour, waste water, oil, oil

products, infectious or medical waste or any

noise emissions.

(bb) Professional duties means those activities described

in the schedule, but solely in respect of the business

of the association.

(cc) Property damage means destruction of or damage

to tangible property including the loss of use

thereof.

(dd) Proposal means the written proposal form the date

of which is shown in the schedule, together with all

supplementary information and material by and

on behalf of the insured, given to us and on which

we have relied upon to enter this policy.

(ee) Retroactive date means the date shown in the

schedule against ‘retroactive date’.

(ff) Schedule means the schedule attaching to and

forming part of this policy.

(gg) Securities means for Insuring business 6, any

negotiable or non-negotiable instruments or

contracts representing money or other property,

but excluding money. For the purposes of the other

terms, conditions and exclusions of this policy,

securities means any shares, preference shares,

stocks, debentures, warrants, options, bonds,

promissory notes or other equity or debt security.

(hh) Senior counsel means a barrister in active practice

who is entitled to use the post nominals QC or SC

in any superior court in the Commonwealth of

Australia or the Dominion of New Zealand.

(ii) Subsidiary company means any company or other

incorporated entity that at the inception of the

period of cover by virtue of Australian law was or is,

either directly or indirectly a subsidiary of the

association.

Provided always that the accounts of any subsidiary

company are consolidated into those of the

association in accordance with the relevant

accounting standard.

(jj) Tax audit means in respect of a tax return

submitted by or on behalf of the association, a

formal investigation or audit by the Australian Tax

Office, or any Australian Federal, State or Territory

department, body, agency or authority which is

authorised to conduct such an investigation or

20

audit, and includes any inquiry or investigation

by the Australian Taxation Office aimed at

determining the association’s compliance with

the record keeping requirements of relevant

taxation legislation.

(kk) Transaction means where:

(i) the association consolidates with or merges

into or sells all or substantially all of its assets

to any other person or entity or group of

persons and/or entities acting in concert; or

(ii) any person or entity, whether individually or

together with any other person or persons,

entity or entities becomes entitled to exercise

more than 50% of the rights to vote at general

meetings of the association or control the

appointment of directors who are able to

exercise a majority of votes at Board meetings

of the association.

(ll) Trust benefits means any amount payable pursuant

to or under the rules of any superannuation or

pension fund established by the association for the

benefit of its employees.

(mm)We, us, our means Allianz Australia Insurance

Limited, AFS Licence No 234708, ACN 000 122 850.

(nn) Wrongful act means:

(i) for the purposes of Insuring business 1, any

error or omission by an insured, or by any other

person or party for whose actions the

association is vicariously liable, in the conduct

of the professional duties on behalf of the

association for any third party. It does not

include a wrongful employment act; or

(ii) For the purposes of Insuring businesss 2 and 3,

any actual or alleged breach of duty, breach

of trust, act, error, omission, neglect,

misstatement, misleading statement or breach

of warranty of authority, including a wrongful

employment act, committed by an insured

person while acting; or

(iii) in their capacity as an insured person of the

association or subsidiary company; or

(iv) in an outside directorship as provided by

business 23; or

(v) for the purpose of Insuring business 4,

wrongful employment act by the association; or

(vi) for the purpose of Insuring business 5, any

actual or alleged breach of duty, breach of

trust, act, error, omission, neglect,

misstatement, misleading statement or breach

of warranty of authority by the association. It

does not include a wrongful employment act by

the association or conduct set out in (i) above.

(oo) Wrongful employment act means a wrongful act in

respect of employment-related:

(i) discrimination on any ground including but

not limited to sex, age, disability, race, colour,

sexual orientation, marital status or

pregnancy; or

(ii) wrongful dismissal or termination of

employment; or

(iii) workplace harassment; or

(iv) defamation; or

(v) misrepresentations as to terms of

employment; or

(vi) refusal to employ; or

(vii) denial of natural justice; or

(viii) demotion, failure to promote, deprivation of

career opportunity, refusal of tenure,

evaluation or discipline,

in respect of an employee of the association or a

subsidiary, or an employee of an organisation for the

purpose of Clause 23.

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24

Contact: fi nlines@allianz.com.au

Allianz Australia Insurance Limited

ABN 15 000 122 850

2 Market Street, Sydney NSW 2000

The information in this brochure

is current as at April 2009. POL3

97BA

04/

09

Amendment NoticeChanges to your duty of disclosure

Preparation Date: 01/10/2015

SPDS

04DO

DAN

10/1

5

The “Your Duty of Disclosure” section is deleted and replaced as follows:

Your Duty of Disclosure Before you enter into a contract of insurance with us, you have a duty under the Insurance Contracts Act 1984 to disclose to us every

matter that you know, or could reasonably be expected to know, is relevant to our decision whether to accept the risk of the insurance and, if so, on what terms.

You have the same duty to disclose those matters to us before you renew, extend, vary or reinstate the contract.

This duty of disclosure applies until the contract is entered into (or renewed, extended, varied or reinstated as applicable).

Your duty however does not require disclosure of any matter:

• that diminishes the risk to be undertaken by us; or

• that is of common knowledge; or

• that we know or, in the ordinary course of our business as an insurer, ought to know; or

• as to which compliance with your duty is waived by us.

Non-disclosure If you fail to comply with your duty of disclosure, we may be entitled to reduce our liability under the contract in respect of a claim,

cancel the contract or both.

If your non-disclosure is fraudulent, we may also have the option of avoiding the contract from its beginning.

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