> _Markdown transcription of QBE QBE Combined Association Liability policy wording, effective 2015-12-14. Source: https://www.qbe.com/media/qbe/apac/new-zealand/document-listing/2025/02/27/01/16/combined-association-liability-policy-asc-0614qia.pdf_ --- # Combined Association Liability Policy ## SECTION A: ASSOCIATION LIABILITY ### Insuring clauses #### 1. Officer's indemnity 1.1 QBE will pay on behalf of each Insured Person all Loss arising from any Valid Claim. QBE further agrees to indemnify the Association when it is legally required or permitted to indemnify the Insured Person for Loss arising from any Valid Claim. 1.2 QBE will pay on behalf of each Insured Person or the Company all Defence Costs by reason of a Claim under paragraph 1.1 above in addition to the Limit of Indemnity. QBE's maximum liability to indemnify the Insured Person or the Company for all such Defence Costs in the aggregate during the Period of Insurance will not exceed the Defence Costs Limit of Indemnity specified in the Schedule. #### 2. Association professional indemnity 2.1 QBE will indemnify the Insured against all Loss arising from any Valid Claim, provided that this Insuring Clause is noted in the Policy Schedule as 'Included'. 2.2 QBE will also pay Defence Costs in respect of any Valid Claim covered in paragraph 2.1 above, in addition to the Limit of Indemnity, provided that QBE's maximum liability for all such Defence Costs in the aggregate during the Period of Insurance will not exceed NZD 1,000,000 or an amount equivalent to the Limit of Indemnity, whichever is the least amount. ### Automatic extensions applicable to Section A The following extensions to the Policy are included automatically, provided that each extension is subject to the terms of this Policy (unless otherwise stated). The total of all payments made under these extensions will be part of and not in addition to the Limit of Indemnity. #### 1. Advancement of defence costs QBE will pay on behalf of an Insured Person, Defence Costs, as part of and subject to the Limit of Indemnity as and when they are incurred, provided that QBE reserves the right to recover any Defence Costs from the Insured, severally according to their respective interests, in the event and to the extent that it is subsequently established by judgment, settlement or other final adjudication that the Insured was not entitled to the Defence Costs so advanced. #### 2. Amalgamation/merger If, subsequent to the commencement of the Period of Insurance, the Association merges, amalgamates with or creates any other association, which undertakes similar activities to the Association, QBE will indemnify such association and its members as if they were an Insured under this Policy, Provided that: 2.1 notice of the merger or acquisition has been given to QBE within sixty (60) days of the merger or amalgamation 2.2 QBE will be entitled to any additional information We may require and will have the right to charge an additional premium 2.3 no cover is provided for Loss or Defence Costs arising from any Wrongful Act committed by such other entity prior to the date of merger or amalgamation 2.4 cover provided by this extension does not include any takeover or acquisition of the Association by any other entity. #### 3. Continuous cover If any Claim, fact or circumstance that should have been notified to QBE under an earlier policy is notified during the Period of Insurance, QBE will accept the notification, Provided that: 3.1 QBE has continuously been the insurer of the Insured under an Association Liability Policy between the date when such notification should have been given and the date on which such notification was, in fact, given 3.2 cover under this extension will be subject to the terms of this Policy or the terms of the previous insurance, whichever QBE, at Our sole discretion, decides 3.3 where QBE has been prejudiced by such late notification, Our liability will be reduced to the amount for which QBE would have been liable had the notification been made at the correct time. #### 4. Defamation QBE will indemnify the Insured for Loss or Defence Costs arising from any Valid Claim for unintentional defamation. #### 5. Employment disputes Under Insuring Clause 1 (Officer's Indemnity) above only, and notwithstanding Exclusion 7 (Harassment/Discrimination) and Exclusion 8 (Insured v Insured) of this section, this Policy is extended to indemnify the Insured for any Valid Claim alleging or arising out of any Employment Dispute, as defined in this Policy, Provided that: 5.1 QBE's liability in respect of this extension will be a maximum of NZD 100,000, inclusive of all Defence Costs and expenses for any one (1) Claim or in the annual aggregate. 5.2 this sub-limit will be part of and not in addition to the Limit of Indemnity specified in the Schedule. 5.3 this extension will be subject to the Employment Disputes Excess as specified in the Schedule. Optional Extension 1 (Automatic Reinstatement) of this section will not apply to this extension. #### 6. Estate and legal representatives/spousal liability QBE will pay all Loss and Defence Costs arising from a Claim made against the: 6.1 spouse of an Insured Person solely based on his/her status as such, which seeks damages recoverable from: 6.1.1 matrimonial property; 6.1.2 property jointly held by the Insured Person and the spouse; or 6.1.3 property transferred from an Insured Person to the spouse; and 6.2 estate, heirs, legal representatives or assigns of any deceased, incompetent, insolvent or bankrupt Insured Person, Provided that any estate, heirs, legal representatives, assigns or spouse will observe and be subject to all the provisions of this Policy insofar they can apply. #### 7. Fair Trading Act 1986 QBE will indemnify the Insured for all Loss and Defence Costs arising from any Valid Claim for compensation made against the Insured alleging breach of Sections 9 to 14 of the Fair Trading Act 1986. #### 8. Fidelity Notwithstanding Exclusion 6 (Fraud) of this section, if, during the Period of Insurance, the Insured discovers that it has sustained Loss, which occurred after the Retroactive Date, in consequence of any dishonest act or omission by any specific and identifiable Employee or Employees, acting alone or in collusion with others, then QBE will indemnify the Insured by payment or by making good the Loss, Provided that: 8.1 for the purposes of this Endorsement, 'Loss' will mean actual loss of money, securities or other property that has been illicitly taken from and belonged to the Insured, with intent to deprive the Insured of the money, securities or property and confer the benefit of them on the Employee or any other person 8.2 all cheques drawn by the Insured are signed by two (2) persons and a duly qualified accountant undertakes an independent audit of the Insured's trust and firm accounting records at least annually 8.3 8.3.1 any money due by the Insured to any Employee whose dishonest act or omission has resulted in a claim payable under this extension; and 8.3.2 any money or property of the Employee that is in the Insured's possession or control, or that comes into the Insured's possession or control will be applied, in priority to any other claim on that money or property, as a recovery in respect of the Loss for which the claim under this Policy is made 8.4 QBE will not be liable to indemnify the Insured against Loss of which there is no proof as to its existence and/or amount other than by an inventory or profit and loss computation 8.5 QBE will not be liable to indemnify the Insured against any consequential loss whatsoever 8.6 QBE will not be liable to indemnify the Insured against Loss resulting directly or indirectly out of an Employee's dishonest input, alteration, deletion or inaction of any data or instructions to, in or from any computer system or communication system 8.7 the Insured, when required by QBE, at the expense of QBE, must use all diligence in prosecuting or assisting to prosecute any person for any criminal act or omission in respect of which a Claim is made under this Policy 8.8 the Limit of Indemnity applying to this extension is NZD 100,000 for any one (1) Claim and in the aggregate 8.9 this extension will be subject to the Fidelity Excess as specified in the Schedule. Optional Extension 1 (Automatic Reinstatement) of this section will not apply to this extension. #### 9. Innocent non-disclosure QBE will waive Our right to avoid this Policy for material non disclosure or misrepresentation, Provided that: 9.1 QBE has continuously been the insurer of the Insured under an Association Liability policy between the date when such disclosure or representation should have been given and the date on which it was, in fact, given; 9.2 the Insured can establish to the satisfaction of QBE that such non-disclosure or misrepresentation was innocent and free from any dishonesty or intent to deceive; 9.3 cover under this extension will be subject to the terms of this Policy or to the terms of the previous insurance, whichever QBE, at Our sole discretion, decides; 9.4 the premium and terms of the current Policy will be adjusted at the discretion of QBE to those which would have applied had such disclosure or representation been made at the correct time; and 9.5 QBE's liability to indemnify will be no greater than the indemnity for which We would have been liable had the proper disclosure or representation been made at the correct time. #### 10. Intellectual property QBE will indemnify the Insured for all Loss and Defence Costs arising from any Valid Claim for unintentional infringement of copyright, trademark, registered design or patent, plagiarism or breach of confidentiality, arising directly from Association Services. #### 11. Internet liability extension QBE will indemnify the Insured against any Valid Claim made against the Insured in connection with the Association Services as defined in the Policy Schedule for unintentional: 11.1 infringement or unauthorised use of intellectual property rights or alleged intellectual property rights 11.2 defamation; 11.3 unauthorised use of names (including domain names), trade names, trade address, service marks, service names, titles, slogans, formats, characters, character names, characterisations, plots, musical compositions, performances, logos, artwork, graphics, photographs or program materials; 11.4 passing off; 11.5 breach of confidentiality or infringement of any right to privacy, including any alleged breach of the terms of the Privacy Act 1993; 11.6 misuse of information which is either confidential or subject to statutory restrictions on use; 11.7 transmission of any computer virus or program or code that causes loss or damage to any computer system and/or prevents or impairs any computer system from performing and/or functioning accurately and/or properly; 11.8 belittling of a product or work (whether completed or not) of others; or 11.9 unauthorised taking for use of any advertising idea, material, slogan, style or title of others committed or alleged to have been committed by the Insured in the provision of its website, use of the internet, electronic mail or any electronic network, Provided that QBE will not be liable in respect of any Claim arising out of or connected with any chat rooms, electronic bulletin boards or electronic open-forum debates. The maximum aggregate amount payable by QBE under the extension during the Period of Insurance: (a) for all Loss will be NZD 100,000, which is part of and not in addition to the Limit of Indemnity; and (b) for all Defence Costs will be NZD 100,000 which is part of and not in addition to the Defence Costs Limit of Indemnity. #### 12. Loss of documents QBE will indemnify the Insured for all Loss and Defence Costs arising from any Valid Claim for loss of any Documents that have been destroyed, damaged, lost or mislaid, provided that such coverage will be limited to loss of Documents: 12.1 which were in the physical custody or control of the Insured or any other person to whom the Insured entrusted, lodged or deposited such Documents in the ordinary course of business; and 12.2 that has occurred within the territorial limits of New Zealand or Australia. #### 13. Official investigations and inquiries QBE will pay: 13.1 Defence Costs arising out of any legally compellable attendance by an Insured Person; or 13.2 Defence Costs arising out of or costs awarded against the Insured Person challenging or bringing court proceedings to set aside any official investigation, examination or inquiry in relation to the affairs of the Association where such official investigation, examination or inquiry may lead to a Valid Claim, Provided that: 13.3 QBE may, at Our discretion, appoint legal counsel to represent an Insured Person involved in the investigation, examination or inquiry; 13.4 the actual or notice of intended investigation, examination or inquiry is first notified to the Insured Person during the Period of Insurance and also notified to QBE during the Period of Insurance; 13.5 in the event that an Insured Person withdraws his/her claim or QBE withdraws or declines cover, QBE will cease to advance Defence Costs and the Insured Person will refund any Defence Costs advanced by QBE to the extent that We are satisfied that the Insured Person was not entitled to such Defence Costs, unless QBE agrees in writing to waive recovery of such Defence Costs; and 13.6 the maximum aggregate amount payable under this extension will be NZD 250,000, which is part of and not in addition to the Defence Costs Limit of Indemnity. #### 14. Preservation of indemnity If an Insured Person is unable to enforce a right to indemnity against the Association to which he/she is entitled, whether at common law, under statute or otherwise, by reason only of the Association being placed in liquidation (other than voluntary liquidation) or similar closure process, and therefore having insufficient funds available to indemnify the Insured Person, then QBE will indemnify the Insured Person against Loss and Defence Costs arising from any Valid Claim. The Excess applicable to Insuring Clause 1 (Officers Indemnity) above will apply. The burden of establishing satisfactory proof to obtain the benefit of this extension will rest entirely with the Insured Person and will include the production of documentary evidence of the Association's assets and liabilities and any official statements issued by the liquidator or accountant. #### 15. Retired officers Notwithstanding Optional Extension 3 (Extended Reporting Period) below, if the Insured does not renew this Policy, a discovery period of twelve (12) months after the date of such non-renewal will be provided under Insuring Clause 1 (Officer's Indemnity) of this section, during which time written notice may be given to QBE of any Claim first made against any Insured Person who ceased to act as an Insured Person before the date of non-renewal and otherwise covered by this Policy. #### 16. Severability and non-imputation It is agreed that: 16.1 the written proposal form completed in application for this insurance will be construed to be a separate proposal for indemnity under this Policy in respect of each Insured Person and any fact or misstatement in the proposal pertaining to or known by any Insured Person will not be imputed to any other Insured Person for the purpose of determining indemnity under this Policy; 16.2 failure by one (1) Insured Person to observe and fulfil the terms of this Policy will not prejudice this insurance in relation to any other Insured Person; and 16.3 no fact pertaining to, or knowledge possessed by, or conduct of, or dishonesty, or Wrongful Act of any Insured Person will be imputed to any other Insured Person for the purposes of determining the applicability of the exclusions. #### 17. Successful defence of criminal prosecution Notwithstanding the exclusions of this Policy, QBE will pay on behalf of an Insured Person any Defence Costs arising out of a criminal prosecution in which he/she is Acquitted by a Court. Provided that: 17.1 no Defence Costs other than those incurred with the prior written consent of QBE will be payable; 17.2 notwithstanding Automatic Extension 1 (Advancement of Defence Costs) of this section, QBE will not be under any obligation to advance Defence Costs as they are incurred, but may agree to advance Defence Costs at Our sole and absolute discretion; and 17.3 in the event that any Insured Person is not entitled to such payment under this Policy, each Insured Person will repay to QBE any payments made, according to his/her respective interests. ### Optional extensions applicable to Section A The following extensions are optional, and are not included in this Policy unless specifically noted under Optional Extensions in the Schedule, provided that each extension is subject to the terms of this Policy (unless otherwise stated). #### 1. Automatic reinstatement If any Valid Claim or Valid Claims exhausts the Limit of Indemnity under this Policy, QBE agrees to one (1) reinstatement only of the Limit of Indemnity, Provided that QBE's total liability under this Policy will not exceed: 1.1 the Limit of Indemnity in respect of any one (1) Valid Claim or all related Valid Claims; and 1.2 twice the Limit of Indemnity in respect of all Valid Claims which are not related. This extension will only apply to Insuring Clause 2 (Association Professional Indemnity) of this section. For the purpose of this extension, Valid Claims are related if they arise out of the same, identical or a series of acts, errors, omissions or conduct, or arise out of or are attributable to the same originating source or cause. #### 2. Exemplary damages Notwithstanding Exclusions 1 (Bodily Injury/Property Damage) and 5 (Fines and Penalties) below, QBE agrees to indemnify the Insured for any Loss arising from any Valid Claim made against the Insured for exemplary damages arising from the provision of medical, welfare, counselling and other social services, Provided that: 2.1 the maximum aggregate amount payable will be NZD 1,000,000, or the Limit of Indemnity, whichever is the lesser, which is part of and not in addition to the Limit of Indemnity; and 2.2 the Excess applicable to Claims will be NZD 10,000 for each and every Claim, inclusive of Defence Costs; 2.3 cover is limited to Wrongful Acts occurring and Claims brought within the territorial limits of New Zealand; and 2.4 this extension will only apply to Insuring Clause 1 (Officer's Indemnity) of this section. #### 3. Extended reporting period If QBE cancels or refuses to offer any renewal terms to take effect from the expiry date of the Period of Insurance specified in the Schedule, then the Insured Persons and/or the Association will have the right to extend the specified expiry date for a twelve (12) month period, Provided that: 3.1 the right to such extension is exercised within ten (10) days after the effective date of cancellation or of the specified expiry date; 3.2 this Policy will not provide cover in respect of any Wrongful Act alleged to have occurred on or after the effective date of cancellation or of the specified expiry date; 3.3 the Limit of Indemnity available under this extension is part of and not in addition to the Limit of Indemnity and the Defence Costs Limit of Indemnity available under this extension is part of and not in addition to the Defence Costs Limit of Indemnity; and 3.4 an additional premium of seventy-five per cent (75%) of the expiring annual premium has been paid; and 3.5 this extension will only apply to Insuring Clause 1 (Officers Indemnity) of this section. #### 4. Outside directorships If an Insured Person has been, now is or becomes a director or officer of an Outside Entity, and holds that position as a representative of the Association, this Policy will extend to include Loss alleged in respect of a Wrongful Act in his/her capacity as a director or officer of the Outside Entity, subject to all other terms of this Policy, Provided that: 4.1 this cover will be specifically in excess of any payment received from any other applicable insurance in force in respect of the Outside Entity and any payment received as indemnification by such Outside Entity; 4.2 if the Outside Entity holds insurance provided by QBE, any amounts covered by this Policy will be reduced by the limit of indemnity of such other insurance provided by QBE; 4.3 cover will not apply to any Claim brought: 4.3.1 by a director or officer of the Outside Entity; or 4.3.2 by or on behalf or in the name of the Outside Entity at the instigation of or in solicitation, co-operation or enticement of or with a director or officer of the Outside Entity; and 4.4 cover will not extend to the Outside Entity or to any of its other directors, officers or employees. ### Definitions applicable to Section A In this Policy, including any endorsements, unless specifically stated to the contrary: #### 1. 'Acquitted by a Court' means: 1.1 dismissal of all charges prior to a hearing; or 1.2 after a defended hearing: 1.2.1 a dismissal of all the charges; or 1.2.2 a verdict of not guilty on all the charges, but will not include, other than with the prior written consent of QBE, which will not be unreasonably withheld, a dismissal pursuant to a plea bargain where multiple charges have been laid or a criminal prosecution where the Insured Person is charged with more than one (1) offence and convicted on at least one (1) of the charges. #### 2. 'Association' means: The organisation specified in the Schedule as the 'Insured'. #### 3. 'Association Services' means: The services or activities conducted by the Association as specified in the Schedule. #### 4. 'Claim' means: 4.1 legal or arbitral proceedings instituted and served on the Insured claiming damages caused by a Wrongful Act; 4.2 any allegation of a Wrongful Act by the Insured or for which the Insured is legally liable, together with a demand for damages; or 4.3 any administrative or regulatory proceeding, official investigation, official examination or official inquiry or prosecution (as it applies to cover provided under Automatic Extension 17 (Successful Defence of Criminal Prosecution) above), regarding a specified Wrongful Act of any Insured. #### 5. 'Defence Costs' means: 5.1 all necessary and reasonable legal costs, disbursements, witness costs, assessor costs or expert costs incurred by QBE solely in investigating, defending or settling any Valid Claim 5.2 all necessary and reasonable expenses (other than loss of earnings or profits) incurred by the Insured with the prior written consent of QBE solely in assisting Our solicitors in the investigation, defence or settlement of any Valid Claim #### 6. 'Defence Costs' Limit of Indemnity' means: The Defence Costs Limit of Indemnity specified in the Schedule. #### 7. 'Documents' means: Deeds, wills, agreements, maps, plans, books, letters, policies, certificates, forms and documents of any nature whatsoever, whether written, printed or reproduced by any method including computer records and electronic data material but will not include bearer bonds or coupons, stamps, bank currency notes or any other negotiable instrument. #### 8. 'Employee' means: Any person employed by the Association under a contract of service or apprenticeship, on a full-time, part-time, seasonal or voluntary basis. In respect to Automatic Extension 8 (Fidelity) above, this definition will not include people employed on a voluntary basis. #### 9. 'Employment Dispute' means: Any actual or threatened Claim or grievance by any former, current or prospective employee in connection with that person's previous, current or prospective employment with the Insured. #### 10. 'Excess' means: The amount specified as such in the Schedule. #### 11. 'Family Member' means: 11.1 any spouse, domestic partner, or companion; 11.2 any parent, or parent of the spouse; or 11.3 any sibling or child of the Insured. #### 12. 'Insured' means: 12.1 in respect of Insuring Clause 1 (Officer's Indemnity) of this section – the Insured Person 12.2 in respect of Insuring Clause 2 (Association Professional Indemnity) of this section – the Insured Person and the Association #### 13. 'Insured Person' means: Any person who: 13.1 was, is or may become a director, secretary, officer, trustee, committee member or Employee of the Association, on a full-time, part-time, seasonal or voluntary basis; 13.2 is acting on behalf of the Association at the direction of an officer or board of directors or board of trustees or committee of management of the Association; or 13.3 is an appointed member of a Secondary Committee, but excluding any externally appointed officers such as receivers, managers, liquidators, administrators, mortgagees in possession or the like. #### 14. 'Loss' means: The amount payable in respect of any Valid Claim made against the Insured for a Wrongful Act, including any interest accruing after the date of entry of judgment against the Insured and until the date QBE pays, tenders or deposits in court the judgment sum or such part of that judgment sum as is required to satisfy QBE's liability to the Insured in terms of the Limit of Indemnity. #### 15. 'Outside Entity' means: 15.1 any non-profit organisation; or 15.2 any other entity that is specified in the Schedule under 'Outside Directorships' or endorsed onto the Policy document. #### 16. 'Pollutants' means: Any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to smoke, vapour, soot, fumes, acid, alkalis, radioactive material of any sort, chemicals and waste. (Waste includes, but is not limited to, material to be recycled, reconditioned or reclaimed.) #### 17. 'Secondary Committee' means: 17.1 any auxiliary committee, foundation, trust (other than a superannuation trust), charity, or fundraising committee 17.2 any disciplinary, examining or research body or committee 17.3 any social club or social sporting committee, established by the Insured in support of or in connection with its Association Services. #### 18. 'Valid Claim' means: Any Claim: 18.1 first made against the Insured during the Period of Insurance; 18.2 notified in writing by the Insured to QBE during the Period of Insurance; and 18.3 alleging a Wrongful Act that occurred subsequent to the Retroactive Date. Any Claims that do not satisfy paragraphs 18.1, 18.2 and 18.3 of this definition will not be covered under this Policy. #### 19. 'Wrongful Act' means: **In respect of Insuring Clause 1 (Officer's Indemnity) of this section** Any actual or alleged breach of duty, breach of trust, neglect, error, misstatement, misleading statement, omission, breach of warranty, breach of contract, or other act done or attempted by any or all Insured Persons in the course of his/her duties to or on behalf of the Association. **In respect of Insuring Clause 2 (Association Professional Indemnity) of this section** Any act, error, omission or conduct actually or allegedly committed or attempted by the Insured in the course of rendering or failing to render Association Services. All causally connected wrongful acts will be deemed interrelated wrongful acts and will jointly constitute a single Loss under this Policy. ### Exclusions applicable to Section A QBE will not be liable in respect of any Claim: #### 1. Bodily injury/property damage Alleging or in respect of: 1.1 death, bodily injury or illness; however, this exclusion will not apply to mental injury, mental anguish or emotional distress 1.2 damage to or destruction of any tangible property, whether or not it is damaged or destroyed, including loss of its use. #### 2. Employee benefits Alleging or arising out of a breach of fiduciary duty, responsibility or obligation in connection with any employee benefit or pension plan, or to any amounts due under any fringe benefit or retirement program. #### 3. Family members Brought or maintained by or on behalf of any person who, at the time of the act, error or omission giving rise to the Claim, is a family member. #### 4. Financial condition Under Insuring Clause 2 (Association Professional Indemnity) above, alleging or in respect of the insolvency, bankruptcy, receivership, statutory management or liquidation of the Insured. #### 5. Fines and penalties Alleging or in respect of any liability to pay taxes, fines or penalties, or liquidated, aggravated, multiple, punitive or exemplary damages. #### 6. Fraud Alleging or brought about or contributed to by any dishonest, fraudulent, criminal, malicious or deliberate act or omission, or any wilful violation or breach of any statute or regulation, of or on behalf of the Insured or of any person at any time employed by the Insured. #### 7. Harassment/Discrimination Alleging or arising out of harassment (including but not limited to sexual harassment or molestation) or discrimination of any kind. #### 8. Insured v insured Brought by an Insured, but this exclusion will not apply in respect of cover provided under Automatic Extension 5 (Employment Disputes). #### 9. Jurisdiction In respect of any legal action: 9.1 first brought in a court outside the jurisdiction of the countries specified in the Schedule; or 9.2 brought in a court within the jurisdiction of the countries specified in the Schedule to enforce a judgment of a court outside the jurisdiction of the countries specified in the Schedule whether by way of a reciprocal agreement or otherwise; or 9.3 in which the proper law to be applied to the issues or any of them is that of a country other than the countries specified in the Schedule. #### 10. Liability assumed 10.1 alleging or in respect of any promise, guarantee, condition or representation that the Insured's services will meet a particular level or standard, or timeframe, or produce a particular result; however, this exclusion will not apply to liability that would have attached in the absence of such promise, guarantee, condition or representation 10.2 in respect of liability incurred by or on behalf of the Insured arising from an agreement, where liability would not otherwise have existed in the absence of the agreement; however, this exclusion will not apply to an agreement by or on behalf of the Insured to provide professional services to a client or customer, except to the extent that the Insured has agreed to accept a liability regardless of fault 10.3 in respect of a trading debt or a trading liability incurred, or financial or other guarantee granted by the Insured 10.4 in respect of which the Insured has, without the written consent of QBE, surrendered or waived any right of contribution or indemnity to which the Insured might otherwise have been entitled. #### 11. Pollution Alleging or in connection with or arising from or by reason of or directly or indirectly caused by the actual, alleged or threatened discharge, release, escape or dispersal of Pollutants into or on real or personal property, water or the atmosphere, or any direction or request that the Insured test for, monitor, clean up, remove, contain, treat, detoxify or neutralise Pollutants, or any voluntary decision to do so, including but not limited to any Claim for financial loss to the Association or its beneficiaries. For the purposes of this exclusion, Insured will include Outside Entity. #### 12. Prior or pending 12.1 made, threatened or in any way intimated prior to the commencement of the Period of Insurance; or 12.2 arising from any circumstance of which the Insured had or should have become aware, prior to the commencement of the Period of Insurance, and which the Insured or a reasonable Insured should have considered may give rise to a Claim, whether notified under any other insurance or not. #### 13. Refund of fees For a refund of professional or membership fees, by way of damages or otherwise. #### 14. Related or associated entities Brought or maintained by or on behalf of any person, firm, company or entity: 14.1 operated or controlled by any Insured; 14.2 operated or controlled by any Employee, partner, nominee or trustee of any Insured; 14.3 in which any Insured has a direct or indirect financial interest (a shareholding of less than five per cent (5%) in a publicly listed company will not constitute a financial interest); or 14.4 advised or induced by the Insured to invest in or lend money to any person, firm, company or entity referred to in any of paragraph 14.1, 14.2 or 14.3 above or to the Insured. For the purposes of this clause, the term 'Insured' will include both the Insured and any Family Member. #### 15. Supply of goods Under Insuring Clause 2 (Association Professional Indemnity) above, alleging or arising from the sale, supply, installation, efficacy, or manufacture of goods by or on behalf of the Insured. #### 16. Territorial limit Alleging or arising from any Wrongful Act that occurred outside the territorial limit specified in the Schedule. ### Conditions applicable to Section A #### 1. Apportionment If the allegations against an Insured, or an investigation or inquiry: 1.1 include both insured and uninsured allegations; and/or 1.2 are also directed at uninsured parties (including the Association itself), then QBE will: (a) pay all the Defence Costs – ie those solely attributable to the Insured's defence of a Valid Claim (b) not be liable to pay any of the costs or expenses solely attributable to the Insured's defence of uninsured allegations and/or to the defence of uninsured parties (c) pay seventy per cent (70%) of the common costs or expenses attributable to the Insured's defence of insured and uninsured allegations and/or to the defence of insured and uninsured parties. In respect of any particular Claim, the Insured and QBE may agree on a global apportionment of total costs and expenses in a manner that fairly reflects the allocations in (a) to (c) above. However, in the absence of such agreement, the separate allocations in (a) to (c) above will apply. QBE will pay the Defence Costs and Our allocated share of the common costs or expenses as and when they are incurred. #### 2. Authorisation clause By acceptance of this Policy any Insured Person (or their appointed replacements) who signs the proposal form agrees to act on behalf of all Insured Persons with respect to: 2.1 the giving and receiving of notice of Claim or cancellation; 2.2 the payment or receiving of premiums payable or returned; and 2.3 the acceptance of endorsements or other notice provided by this Policy. Each Insured Person agrees that the Insured Person so nominated will act on his/her behalf. Provided that the above authorisation is in addition to and not in derogation of the rights, powers and obligations of each Insured Person and the authorisation conferred imposes no additional obligation upon the Insured Person so nominated with respect to any of the matters set out above, whether towards the Association or any Insured Person. #### 3. Defence and settlement of a claim The Insured will not admit liability for or settle any Claim or incur any Defence Costs without the written consent of QBE, whose consent will not be unreasonably withheld. QBE will be entitled, at any time, to take over and conduct in the name of the Insured the defence or settlement of any Claim and any counterclaim. #### 4. Excess **Insuring Clause 1 (Officer's Indemnity) of this section** In respect of each and every Claim against the Insured Person, the amount of the Excess is payable by the Association with regard to all Loss for which the Association has indemnified or is permitted or required to indemnify the Insured Person. Otherwise, no Excess will apply. **Insuring Clause 2 (Association Professional Indemnity) of this section** In respect of each and every Claim against the Insured, the amount of the Excess is payable by the Insured. QBE will only be liable for the amount beyond the Excess up to the amount of the Limit of Indemnity or the Defence Costs Limit of Indemnity but only one (1) Excess will apply in respect of any one (1) Valid Claim. Any costs and expenses incurred by QBE to determine whether QBE has a liability to indemnify the Insured under this Policy will not be subject to the Excess but will be borne by QBE. For the purpose of this condition, 'Claim' means any and all Valid Claims which arise by reason of the same or interrelated Wrongful Acts. #### 5. Insured's co-operation The Insured will take all reasonable steps to avoid or diminish any costs in relation to any possible Claim, and will immediately disclose all information and give assistance to QBE to enable us to investigate and defend the Claim or determine Our liability under this Policy. QBE may, upon receipt of notice from the Insured of any request for indemnity under this Policy, take whatever action that We consider appropriate to protect the Insured's position in respect of the Claim, and such action by QBE will not be regarded in any way as prejudicing the Insured's or Our own position and will not be an admission of the Insured's entitlement to indemnity. The Insured irrevocably waives all claims to legal professional privilege between itself and any solicitor retained by QBE to act on the Insured's behalf in relation to any Claim. The Insured will allow the solicitor to disclose to QBE and Our reinsurers any information obtained in the course of his/her duties. #### 6. Limit of indemnity The total Limit of Indemnity payable by QBE for all Loss in respect of any one (1) Valid Claim (including all legal costs and expenses for which the Insured will become legally liable to the claimant), or all such Valid Claims in the aggregate, including any Automatic Extensions, will not exceed the Limit of Indemnity. #### 7. Notification of circumstance If, during the Period of Insurance, the Insured notifies QBE of any circumstance which the Insured or a reasonable Insured should have considered may give rise to a Claim, and this circumstance later gives rise to a Claim first made against the Insured after expiry of the Period of Insurance, QBE will treat the Claim as first made against the Insured during the Period of Insurance. In this context, a 'circumstance' must be sufficiently specific that the Insured can and does provide to QBE details of the name of any potential claimant and potential Wrongful Acts/omissions. #### 8. Reporting and notice Irrespective of the alleged or actual quantum, the Insured will give to QBE immediate notice in writing of: 8.1 any Claim; 8.2 the receipt of notice from, or information as to any intention by, any party to make a Claim; or 8.3 any circumstance of which any Insured becomes aware, and which the Insured or a reasonable Insured should consider may give rise to a Claim. #### 9. Subrogation If any payment is made under this Policy, QBE is subrogated to all the Insured's rights of recovery in any way related to the Claim. The Insured will give all such assistance in the exercise of rights of recovery as QBE may reasonably require. Any such recovery will be applied first to QBE's Defence Costs incurred, regardless of how the recovery may be described in any settlement agreement between the Insured and the claimant. However, QBE will not exercise any subrogated rights of recovery against: 9.1 the Association; or 9.2 any Insured Person to whom protection is afforded under this Policy, provided that, if such Insured Person is protected from such Claim by any other collectable policy of insurance, the right of subrogation is not waived to the extent and up to the amount of payment from such other policy. #### 10. Termination of appointment/alteration to risk The Insured will give immediate notice in writing to QBE should: 10.1 the appointment of an Insured Person be suspended, terminated or revoked; or 10.2 there be any other material alteration to the risk, facts or circumstances. --- ## SECTION B: GENERAL LIABILITY ### Insuring clauses #### 1. Public and products liability Subject to the Policy terms, QBE will indemnify the Insured for all sums that the Insured will become legally liable to pay as Damages in respect of Personal Injury or Property Damage happening during the Period of Insurance within the Policy Territory and caused by an Occurrence in connection with the Business of the Insured. #### 2. Limit of indemnity QBE's maximum liability in respect of any claim, or any series of claims, arising out of one (1) Occurrence, or in the aggregate during the Period of Insurance in respect of an Occurrence involving the Insured's Products, will not exceed the Limit of Indemnity stated in the Schedule, or the sub-limit in any applicable Automatic Coverage Clause. All Personal Injury or Property Damage in respect of continuous or repeated exposure to substantially the same general conditions will be construed as arising out of one (1) Occurrence. Provided that: 2.1 immediately that QBE has paid the Limit of Indemnity in respect of any judgment or settlement, Our liability in relation to Costs and Expenses will cease 2.2 if a payment exceeding the Limit of Indemnity has to be made to dispose of a claim, QBE's liability in relation to Costs and Expenses will be limited to the same proportion as the Limit of Indemnity bears to the amount required to dispose of the claim. #### 3. Costs and expenses In addition to the applicable Limit of Indemnity or sub-limit, QBE will pay Costs and Expenses necessarily and reasonably incurred in relation to a claim against the Insured for which there is cover under this Policy (irrespective of whether or not the Insured is found legally liable). #### 4. Excess The amount shown in the Schedule, or in any applicable Automatic Coverage Clause, as the excess will be borne by the Insured in respect of each and every claim, or series of claims arising out of one (1) Occurrence. ### Automatic coverage clauses applicable to Section B To be read in conjunction with the Insuring Clauses above. The following sub-limits and excesses apply unless there is a different sub-limit or excess shown in the Schedule. The sub-limits are included in, are not in addition to and may be less than the Limit of Indemnity in the Schedule. #### 1. Business advice or service Notwithstanding Exclusion 16 (Professional Liability) of this section, QBE will indemnify the Insured in respect of Personal Injury or Property Damage arising out of an error or omission in: 1.1 advice or services rendered by the Insured without charge 1.2 professional medical advice by Medical Persons employed by the Insured to provide first aid and other medical services on the Insured's premises. #### 2. Forest and Rural Fires Act QBE will indemnify the Insured in respect of liability under the Forest and Rural Fires Act 1977 for: 2.1 costs and losses incurred during the Period of Insurance recoverable under Section 43 of the Act 2.2 levies imposed by a fire authority and apportioned to the Insured during the Period of Insurance under Section 46 of the Act This clause applies: 2.3 regardless of whether or not Property Damage has occurred 2.4 to Vehicles, notwithstanding Exclusion 19 (Vehicles) of this section, Provided that: 2.5 a Limit of Indemnity of NZD 250,000 for any one (1) Period of Insurance will apply; 2.6 an excess of NZD 1,000 will apply. #### 3. Landlord's Liability QBE will indemnify the Insured in respect of Personal Injury or Property Damage arising from the Insured's legal ownership, but not physical occupation, of any premises. #### 4. Mechanical plant liability Notwithstanding Exclusion 19 (Vehicles) of this section, QBE will indemnify the Insured in respect of Personal Injury or Property Damage: 4.1 arising from loading or unloading any Vehicle used by or on behalf of the Insured but not in the Insured's care, custody or control 4.2 arising from any Vehicle while it is being operated for its specialised function or purpose, and not as a Vehicle 4.3 relating to the operation or ownership of a car park so as to cause damage to Vehicles within it (other than to Vehicles belonging to, or used by or on behalf of the Insured) 4.4 relating to any bridge, viaduct, weighbridge, road or anything beneath the Vehicle caused by vibration or by the weight of any Vehicle and/or its load, Provided that: 4.4.1 any designated weight restrictions were not exceeded 4.4.2 an excess of NZD 2,500 will apply. #### 5. Product withdrawal costs Notwithstanding Exclusion 20 (Withdrawal or Repair of Products) of this section, QBE will indemnify the Insured for up to eighty per cent (80%) of those costs reasonably incurred in the withdrawal or recall from use in New Zealand of the Insured's Products which have the same defect as a product that has already given rise to a claim in respect of which the Insured is entitled to indemnity under Insuring Clause 1 (Public and Products Liability), provided that: 5.1 a Limit of Indemnity of NZD 100,000, inclusive of Costs and Expenses, will apply in respect of all such withdrawals or recalls during any one (1) Period of Insurance 5.2 an excess of NZD 2,500, inclusive of Costs and Expenses, will apply to each such withdrawal or recall. #### 6. Property in care, custody or control Notwithstanding Exclusion 18 (Property Owned) of this section, but subject to Exclusions 5 (Defective Materials, Design and Workmanship) and 17 (Property Being Worked Upon) of this section, QBE will indemnify the Insured in respect of Property Damage to property, including employees' property, where the liability arises while the property is in the care, custody or control of the Insured, provided that: 6.1 real property or property owned by, hired, leased or rented to or by the Insured is excluded 6.2 property held under a contract of bailment for reward is excluded 6.3 a Limit of Indemnity of NZD 250,000 for any one (1) Period of Insurance will apply 6.4 an excess of NZD 1,000 will apply. #### 7. Punitive or exemplary damages Notwithstanding Exclusion 8 (Fines and Penalties) and Definition 4 (Damages) of this section, QBE will indemnify the Insured in respect of punitive or exemplary damages awarded for Personal Injury in New Zealand, provided that: 7.1 any liability arising from trespass to the person, assault, battery, false imprisonment, malicious prosecution, sexual harassment or sexual abuse is excluded 7.2 any award of punitive or exemplary damages by any court outside New Zealand is excluded 7.3 a Limit of Indemnity of NZD 1,000,000, inclusive of Costs and Expenses, for any one (1) Period of Insurance will apply 7.4 an excess of NZD 1,000, inclusive of Costs and Expenses, will apply. #### 8. Tenant's liability Notwithstanding Exclusion 18 (Property Owned) of this section, QBE will indemnify the Insured in respect of Property Damage to premises (including landlord's fixtures and fittings) leased or rented, but not owned, by the Insured. Provided that: 2.5 a Limit of Indemnity of NZD 250,000 for any one (1) Period of Insurance will apply; 2.6 an excess of NZD 1000 will apply. #### 9. Underground services QBE will indemnify the Insured in respect of Personal Injury or Property Damage in New Zealand to existing underground services, cables, pipes or equipment, provided that: 9.1 prior to the commencement of any work, the Insured enquired of the relevant authority, corporation or company as to the location of such services 9.2 the Insured took all reasonable precautions to prevent Personal Injury or Property Damage 9.3 a Limit of Indemnity of NZD 250,000 for any one (1) Period of Insurance will apply 9.4 an excess of NZD 5,000 will apply. #### 10. Vehicle and watercraft service/repair liability Notwithstanding Exclusions 17 (Property Being Worked Upon), 18 (Property Owned) and 19 (Vehicles) of this section, QBE will indemnify the Insured in respect of Personal Injury or Property Damage in New Zealand arising from the service or repair by the Insured of any Vehicle, and/or Watercraft not exceeding ten (10) metres in length, and/or its internal combustion engine, accessories or fittings, provided that: 10.1 the Vehicle or Watercraft is not owned, hired, leased or rented by the Insured, and is in the care, custody or control of the Insured for the purposes of the service or repair 10.2 the cost of rectifying defective workmanship in respect of the actual part or parts worked on is excluded 10.3 a Limit of Indemnity of NZD 250,000 for any one (1) Period of Insurance will apply 10.4 an excess of NZD 2,500 will apply. #### 11. Vibration or removal of support QBE will indemnify the Insured in respect of Personal Injury or Property Damage in New Zealand arising from vibration, or from removing, weakening or interfering with the support of land or buildings, provided that: 11.1 the land or buildings are not owned or occupied by the Insured 11.2 the Personal Injury or Property Damage arises from the actions of the Insured 11.3 a Limit of Indemnity of NZD 250,000 for any one (1) Period of Insurance will apply 11.4 an excess of NZD 5,000 will apply. #### 12. Visits to the North American countries Notwithstanding Exclusions 11 (North American Countries) and 12 (North American Exports) of this section, QBE will indemnify the Insured in respect of Personal Injury or Property Damage in the North American Countries arising solely out of the actions of non-resident directors, executives and salespersons temporarily visiting the North American Countries in the course of the Business of the Insured, provided that: 12.1 the Insured has no premises, branch or subsidiary operation in the North American Countries 12.2 any work performed in, on or in connection with the manufacture, assembly, repair, servicing, maintenance, amendment, alteration or enhancement to any of the Insured's Products is excluded 12.3 the ownership, possession, control, or maintenance or use of any Vehicle or Watercraft is excluded 12.4 the Limit of Indemnity, inclusive of Costs and Expenses, for any one (1) Period of Insurance will be the Limit of Indemnity in the Schedule. ### Definitions applicable to Section B In this Policy, including any endorsements, unless specifically stated to the contrary: #### 1. 'Aircraft' means: Any machine, craft or object made or intended to fly or move in or through the atmosphere or space. #### 2. 'Business of the Insured' means: 2.1 the activities stated in the Schedule, which will include: 2.1.1 the provision and management of lunch-room facilities, and/or social, sports, welfare and similar organisations for the benefit of the Insured's employees 2.1.2 Fire Brigade, first aid, medical and ambulance services. 2.2 any other activity that the Insured may undertake, provided that the Insured gives prior written notice to QBE and obtains Our acknowledgement of coverage. #### 3. 'Costs and Expenses' means: 3.1 any legal costs, disbursements, witnesses' costs, assessors or adjusters' costs or experts' costs incurred by QBE, or by the Insured, with Our prior written consent 3.2 any first-aid expenses incurred by the Insured arising from a Personal Injury. #### 4. 'Damages' means: Any amount payable as compensation, including interest. #### 5. 'Insured' means: 5.1 the insured(s) named in the Schedule. 5.2 all subsidiaries incorporated in New Zealand, and any other organisation under the sole control of a named insured and which it actively manages: 5.2.1 as at the commencement of the Period of Insurance 5.2.2 acquired or taken control of during the Period of Insurance, provided that a named insured gives written notice to QBE and obtains Our acknowledgement of coverage within sixty (60) days of acquisition or taking control 5.3 every director, officer, employee, partner or shareholder of an insured designated in paragraphs 5.1 and 5.2 while acting within the scope of their duties as such, except in respect of any liability under the Companies Act 5.4 every principal, in respect of its vicarious liability arising solely out of the performance by an insured, as defined under paragraph 5.1, 5.2 or 5.3, of any contract of work for such principal, but always subject to the terms of this Policy 5.5 every office bearer or member of social and sporting clubs formed with the consent of the insured (other than an insured designated in paragraph 5.4 or 5.6) in respect of claims arising from the duties connected with the activities of any such club 5.6 each joint venturer, co-venturer or joint lessee of a named insured but only with respect to liability incurred as a joint venturer, co-venturer or joint lessee, provided that a named insured gives written notice to QBE and obtains Our written acknowledgement of coverage for such joint venture, co-venture or joint lease. #### 6. 'Insured's Products' means: Any goods, products, including labels, instructions for use and advice and property after they have ceased to be in the possession of or under the control of the Insured, manufactured, constructed, erected, installed, repaired, serviced, treated, sold, supplied or distributed by the Insured (including any container, other than a Vehicle). #### 7. 'Medical Persons' means: Any legally qualified medical practitioner, legally qualified registered nurse, dentist or first-aid attendant. #### 8. 'North American Countries' means: The United States of America and Canada, including those territories to which the legal jurisdiction of the United States of America or Canada extends or applies. #### 9. 'Occurrence' means: An event, including continuous or repeated exposure to substantially the same general conditions, which results in Personal Injury or Property Damage that is neither expected nor intended from the standpoint of the Insured. #### 10. 'Personal Injury' means: Bodily injury (including resulting death, illness or care), disability, shock, fright, mental anguish or mental injury, including such injury arising from the following by the Insured: 10.1 false arrest, wrongful detention, false imprisonment or malicious prosecution or humiliation 10.2 wrongful entry or eviction or other invasion of the right of privacy 10.3 assault and battery, provided that this was not committed by or at the direction of the Insured except for the purpose of preventing or eliminating danger to persons or property 10.4 trespass to the person. #### 11. 'Policy Territory' means: Worldwide, unless otherwise stated in the Schedule, and subject to Exclusions 11 (North American Countries) and 12 (North American Exports) and the limitations to New Zealand only in Automatic Coverage Clauses 5 (Product Withdrawal Costs), 7 (Punitive or Exemplary Damages), 9 (Underground Services), 10 (Vehicle and Watercraft, Service/Repair Liability) and 11 (Vibration or Removal of Support) of this section. #### 12. 'Pollutants' means: Any solid, liquid, gaseous or thermal irritant or contaminant, including but not limited to smoke, vapour, soot, fumes, acid, alkalis, chemicals and waste. (Waste includes material to be recycled, reconditioned or reclaimed.) #### 13. 'Property Damage' means: 13.1 physical injury to or destruction or loss of tangible property including resulting loss of use; or 13.2 loss of use of tangible property which has not been physically injured or destroyed. #### 14. 'Vehicle' means: Any type of machine on wheels or on self-laid tracks made or intended to be propelled by other than manual or animal power and any trailer or other attachment made or intended to be drawn by any such machine, and includes its accessories, tools, specialised equipment and spare parts. #### 15. 'Watercraft' means: Any vessel, craft or object made or intended to float on or in or travel on or through water. ### Exclusions applicable to Section B QBE will not indemnify the Insured for any claim in respect of or alleging: #### 1. Aircraft and watercraft Personal Injury or Property Damage arising out of the ownership, possession, control, operation, use, service or repair, loading or unloading by the Insured of any: 1.1 Aircraft or hovercraft 1.2 Watercraft exceeding ten (10) metres in length. #### 2. Aircraft products Personal Injury or Property Damage arising out of any of the Insured's Products which, with the Insured's knowledge, were, or were intended to be, incorporated into the structure, machinery or controls of any Aircraft or aerial device. #### 3. Contractual liability Liability assumed by the Insured under any contract or agreement except to the extent that the Insured would have been liable even if there had been no contract in existence. However, this exclusion will not apply to liability pursuant to any: 3.1 lease or hire of real or personal property 3.2 representation or warranty of fitness or quality in respect of the Insured's Products, or a representation or warranty that work performed by or on behalf of the Insured will be done in a workmanlike manner 3.3 contracts or agreements noted in the Schedule. #### 4. Defamation Libel or slander. #### 5. Defective materials, design and workmanship Liability for the cost of: 5.1 rectifying, repairing or replacing defective materials 5.2 remedying any defect in any design, plan or specification 5.3 remedying defective workmanship 5.4 correcting or improving any work undertaken by the Insured. #### 6. E-commerce 6.1 Personal Injury or Property Damage arising, directly or indirectly, out of, or in any way involving, the Insured's 'Internet Operations'. This exclusion does not apply to Personal Injury or Property Damage arising out of any material which is already in print by the manufacturer in support of its product, including but not limited to product use and safety instructions or warnings, and which is also reproduced on its site. For the purposes of this exclusion, 'Internet Operations' means the following: 6.1.1 use of electronic mail systems by the Insured or the Insured's employees, including part-time and temporary staff, contractors and others within the Insured's organisation; 6.1.2 access through the Insured's network to the world wide web or a public internet site by the Insured's employees, including part-time and temporary staff, contractors and others within the Insured's organisation 6.1.3 access to the Insured's intranet (meaning internal company information and computing resources) which is made available through the world wide web for customers of the Insured or others outside the Insured's organisation 6.1.4 the operation and maintenance of the Insured's website. Nothing in this exclusion will be construed to extend coverage under this Policy to any liability which would not have been covered in the absence of this exclusion. 6.2 Property Damage to computer data or programs and their storage media arising directly or indirectly out of or caused by, through or in connection with: 6.2.1 the use of any computer hardware or software 6.2.2 the provision of computer or telecommunication services by the Insured or on the Insured's behalf 6.2.3 the use of computer hardware or software belonging to any third party, whether authorised or unauthorised, including damage caused by any computer virus. #### 7. Failure to insure Any breach of an obligation to insure property. #### 8. Fines and penalties Liability arising for any fines, penalty, performance warranty or liquidated damages, or punitive and/or exemplary damages. #### 9. Insured's products Property Damage to the Insured's Products. #### 10. Loss of use Loss of use of tangible property which has not been physically damaged or destroyed resulting from: 10.1 a delay in or lack of performance by or on behalf of the Insured of any contract or agreement; or 10.2 the failure of the Insured's Products to meet the level of performance, quality, fitness or durability that has been warranted or represented expressly or impliedly by the Insured. #### 11. North American countries Personal Injury or Property Damage happening in or instituted against the Insured in the North American Countries, including any liability from or based on a settlement or arbitration in, or a judgment or order of a court in the North American Countries. #### 12. North American exports Liability arising from any of the Insured's Products knowingly exported by the Insured (or exported by the Insured's agents or distributors with the Insured's knowledge) to the North American Countries, including any liability arising from or based on a settlement or arbitration in, or a judgment or order of a court in the North American Countries. #### 13. Offshore gas or oil platforms Liability arising from work performed on or about any offshore gas or oil platform. #### 14. Personal injury to employees 14.1 personal Injury arising directly or indirectly out of or in the course of employment with the Insured 14.2 an obligation on the Insured under any accident or worker's compensation legislation or any industrial award, employment contract, agreement or determination. #### 15. Pollution Personal Injury or Property Damage, including costs and expenses incurred in prevention, removing, nullifying or clean-up, arising out of the discharge, dispersal, release or escape of Pollutants into or on land, the atmosphere, or any watercourse or body of water, unless the discharge, dispersal, release or escape is sudden, identifiable, unexpected and unintended from the standpoint of the Insured and takes place in its entirety at a specific time and place. #### 16. Professional liability An error or omission in professional advice or service. #### 17. Property being worked upon Property Damage to property on which the Insured is or has been working, and which arises out of such work. #### 18. Property owned Property Damage to any property owned by, or in the care, custody or control of the Insured. #### 19. Vehicles Personal Injury or Property Damage arising out of the ownership, possession, repair, operation, control, maintenance or use by or on behalf of the Insured of any Vehicle which is: 19.1 required by legislation to be registered and/or licensed and/or insured 19.2 being operated while in an unsafe condition 19.3 being operated by any person who is under the influence of any liquor, substance or drug 19.4 insured, or in respect of which the Insured is insured under any other policy, even if the other insurance is not collectable because of a breach of condition or applicable exclusion. #### 20. Withdrawal or repair of products The recall (including making any refund on the price paid), repair, withdrawal, inspection, removal, altering, treating, modification, replacement or loss of use of the Insured's Products or any property of which such products form a part, or of work undertaken by or for the Insured, if such products, property or work are withdrawn from the market or from use, because of any defect or deficiency which the Insured knew of or had reason to suspect or because of any Government or statutory ban, order or notice. ### Conditions applicable to Section B #### 1. Claims 1.1 The Insured will not (without the prior consent in writing of QBE) make any admission, offer, promise or payment in connection with any Occurrence or claim. QBE will be entitled to take over and conduct in the name of the Insured the defence or settlement of any claim, and the prosecution of any available counterclaim. QBE will have full discretion in the conduct of any proceedings in connection with any claim or available counterclaim. 1.2 The Insured will use its best endeavours to preserve all property, products, appliances and plant and all other things which may assist in the investigation or defence of a claim or in the exercise of rights of subrogation and, so far as may be reasonably practicable, no alteration or repair will be effected without the written consent of QBE until We have had an opportunity of inspection and authorised such repairs. 1.3 In the event of an Occurrence, or the likelihood of an Occurrence, the Insured will promptly take, at its own expense, all reasonable steps to prevent Personal Injury or Property Damage arising from or continuing out of the same or similar conditions, but such expense will not be recoverable from QBE. 1.4 The Insured will give all information, co-operation and assistance as QBE may require in the prosecution, defence or settlement of any claim, including any available counterclaim. #### 2. Claims notification The Insured will advise in writing as soon as practicable and provide all information to QBE of any: 2.1 Occurrence or circumstances which might give rise to a claim under this Policy 2. notice of claim, writ, summons, proceedings, impending prosecution or inquest which might give rise to a claim under this Policy, regardless of whether the Insured believes that: 2.2.1 a claim will not in fact proceed 2.2.2 any claim which, should it proceed, would fall below the applicable excess 2.2.3 any claim which, should it proceed, would be groundless. #### 3. Constructive notice/No waiver 3.1 Except as provided by statute, notice to any agent or broker or knowledge possessed by any agent, broker or other person will not constitute notice to QBE. 3.2 The terms of this Policy will not be waived or changed, except by written agreement with QBE. #### 4. Cross-liability/Joint insureds If