> _Markdown transcription of Vero Vero Legal Edge policy wording, effective 2022-08-01. Source: https://www.vero.co.nz/documents/business/legal-edge-policy-wording-01082022.pdf_ --- # LegalEdge™ Policy Wording --- ## SECTION 1: Public & Products Liability **Policy Reference:** VL POL PL–032022 ### Insuring Clause In consideration of the payment of the premium, in reliance on the written proposal and declarations and any other underwriting information provided (which shall be deemed to be the basis of this Policy) and subject to its terms, conditions, exclusions, memoranda and endorsements, Vero Liability Insurance Limited ("the Company") will indemnify the Insured for all amounts which the Insured will become legally liable to pay as Compensation in respect of: (a) Personal Injury; or (b) Property Damage; or (c) Completed Operations Hazards; or (d) Products Hazards, happening within the Policy Territory during the Period of Insurance caused by an Occurrence in connection with the Business of the Insured. In addition to the applicable Limit of Indemnity, in respect of any valid claim under this Policy, the Company will: (a) pay all defence costs and investigations or negotiations incurred by the Company or by the Insured with the prior written consent of the Company provided that the Limit of Indemnity under the Policy or any Sub-Limit has not previously been exhausted; (b) pay the Insured's expenses for first aid to others in respect of Personal Injury. ### Limit of Indemnity and Excess 1. For the purpose of determining the limit of the Company's liability, all Personal Injury and Property Damage arising out of continued or repeated exposure to substantially the same conditions shall be considered as arising out of one Occurrence. 2. The limit of the Company's liability under Insuring Clause 1 in respect of any one Occurrence shall not exceed the Limit of Indemnity stated in the Schedule. 3. The total aggregate liability of the Company under Insuring Clause 1 during any one Period of Insurance for all claims arising out of the Completed Operations Hazard and/or Products Hazard as defined shall not exceed the Limit of Indemnity stated in the Schedule. 4. In respect of all claims made against the Insured arising from any one Occurrence the amount of the Excess stated in the Schedule or any memorandum shall be borne by the Insured at their own risk and the Company shall only be liable to indemnify the Insured in excess of such amount. ### Memoranda Sub-Limits and Excesses These memoranda are subject to the terms, conditions and exclusions of the Policy, unless otherwise stated. Any Sub-Limit of Indemnity applying to a memorandum shall form part of and not be additional to the Limit of Indemnity. Any Excess applying to a memorandum shall apply in lieu of the Public & Products Liability Excess stated in the Schedule. #### 1. Advertising Liability Notwithstanding Exclusion 5 – Defamation, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of claims for: (a) unintentional defamation; and/or (b) unintentional infringement of copyright, infringement of title, infringement of slogan; and/or (c) unfair competition, misappropriation of advertising ideas, misappropriation of style of doing business, and/or (d) invasion of privacy committed or alleged to have been committed in any advertisement and arising out of any advertising activities conducted by the Insured or on the Insured's behalf, at happening during the Period of Insurance in connection with the Business of the Insured. The Company will not indemnify the Insured for any claim in respect of or alleging or arising out of: (a) statements made by the Insured or at the Insured's direction with knowledge that such statements are false; (b) the failure of performance of contract. However this limitation will not apply to claims for unsubstantiated appropriation of advertising ideas contrary to an implied contract; (c) incorrect description of the Insured's Products or services; (d) mistakes in advertised price of the Insured's Products or services; (e) the failure of the Insured's Products or services to conform to advertised performance, quality, fitness or durability; (f) any liability incurred by the Insured if the Business of the Insured includes advertising, broadcasting, publishing or telecasting. The Sub-Limit of Indemnity is as stated in the Schedule for any one claim and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 2. Contractors or Sub-contractors The definition of Insured is extended to include 'labour only' contractors or 'labour only' sub-contractors employed by the Insured named in the Schedule or its subsidiaries. Provided that this memorandum only applies while such contractors or sub-contractors are undertaking work for the Insured in the course of the Business of the Insured and: (a) such contractors or sub-contractors are not otherwise insured under any other policy; (b) such contractors or sub-contractors are excluded from the indemnity provided by the provisions of Condition 5 – Cross Liability. #### 3. Defective Workmanship Notwithstanding Exclusion 8 – Insured's Products or paragraph (c) of Exclusion 9 – "Leaky Buildings" – Moisture or Water Penetration, Building Defects, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of liability arising out of the Insured's Defective Workmanship. For the purposes of this memorandum "Defective Workmanship" means: - defective construction work, defective installation work, defective repair work, defective service work or defective other work performed by the Insured on the Insured's Products. For the avoidance of doubt, this memorandum will only otherwise be subject to Exclusion 8 – Insured's Products or paragraph (c) of Exclusion 9 – "Leaky Buildings" – Moisture or Water Penetration, Building Defects. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 4. Fire Protection Costs The Company will indemnify the Insured for all sums that the Insured shall become legally liable to pay as Compensation for costs incurred by any other party in order to protect property from the fire is an imminent threat of damage to that property. The fire must occur: (a) during the Period of Insurance; and (b) be in connection with the Business of the Insured. This memorandum applies: (a) whether or not Property Damage has occurred; (b) to machinery, plant, trailers or mechanically propelled vehicles (in so far as they are covered under this memorandum is not otherwise insured). The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence and in the aggregate during any one Period of Insurance for all costs incurred and/or all sums payable to any claimant or any number of claimants in respect of or arising out of any Occurrence or in respect of or arising out of any Occurrences of a series consequent on or attributed to one source or original cause. The Excess is as stated in the Schedule. #### 5. Goods on Hook Notwithstanding Exclusion 4 – Care, Custody or Control, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation for Property Damage to property which is damaged whilst it is slung on or on the hook of any crane or similar apparatus which is being utilised by or under the control of the Insured and arising in connection with the Business of the Insured. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence. The Excess is as stated in the Schedule. #### 6. Hazardous Substances Emergency The Company will indemnify the Insured in respect of any charge imposed upon the Insured for attendance at any hazardous substances emergency incident arising during the Period of Insurance and in connection with the Business of the Insured at any of the Insured's premises or any of the Insured's premises or any site under the Insured's control. The Sub-Limit of Indemnity is as stated in the Schedule for any one incident and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 7. Innkeeper's Liability Notwithstanding Exclusion 4 – Care, Custody or Control, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation under the Innkeepers Act 1962 for loss of or damage to property. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 8. Keys and Locks The Company will indemnify the Insured for all sums that the Insured is legally liable to pay for the reasonable cost of re-cutting keys and/or the replacement of locks, where keys, locks or security codes have been lost by or stolen from the Insured during the Period of Insurance in the course of the Business of the Insured. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 9. Product Recall Notwithstanding Exclusion 13 – Product Recall, the Company will indemnify the Insured for an amount not exceeding 90% of costs and expenses above the Excess reasonably incurred with the Company's consent in the recall or withdrawal from sale or use of any of the Insured's Products happening during the Period of Insurance within the Policy Territory. Provided that the Insured's Products: (a) are defective or alleged to be defective; and (b) may cause Personal Injury or Property Damage which may result in a valid claim under the Policy and it is reasonably foreseeable that such Personal Injury or Property Damage is/are likely to arise if no such recall or withdrawal is undertaken. The Sub-Limit of Indemnity is as stated in the Schedule for any one recall or withdrawal and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 10. Property in Care, Custody or Control Notwithstanding Exclusion 4 – Care, Custody or Control, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Property Damage to property whilst such property is in the care, custody or control of the Insured and arising in connection with the Business of the Insured. In respect of this memorandum 'property' does not include Vehicles. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence. The Excess is as stated in the Schedule. This memorandum does not apply to real property, property owned by or premises leased or rented to or by the Insured. #### 11. Property Owner's Liability The Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Personal Injury or Property Damage happening during the Period of Insurance in connection with the Business of the Insured arising out of or in connection with the Insured's legal ownership, but not physical occupation of any premises. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence. The Excess is as stated in the Schedule. #### 12. Punitive or Exemplary Damages The Company will indemnify the Insured for all sums that the Insured is legally liable to pay as punitive or exemplary damages awarded by a court in New Zealand for claims for Personal Injury arising out of an Occurrence and in connection with the Business of the Insured during the Period of Insurance within New Zealand. Provided that any such claim or the Occurrence giving rise to the claim are notified to the Company within the Period of Insurance or within 60 days of its expiry. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. #### 13. Service and Repair Notwithstanding Exclusion 2 – Aircraft, Watercraft and Vehicles, Exclusion 4 – Care, Custody or Control and Exclusion 8 – Insured's Products, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Property Damage happening during the Period of Insurance in connection with the Business of the Insured and arising from the service or repair by the Insured or whilst in the care custody or control of the Insured for the purposes of service or repair of any: (a) Vehicle; or (b) watercraft not exceeding ten (10) metres in length including its engine, motor, machinery, accessories or fittings or equipment. Provided that this memorandum does not apply to: (a) any Vehicle or watercraft, machinery or equipment owned, hired, leased or rented by the Insured; (b) the cost of rectifying coating or remedying defective workmanship in respect of the actual part or parts worked on but resultant Property Damage arising from defective materials or workmanship is not excluded; (c) liability indemnified under Memorandum 3 – Defective Workmanship. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence. The Excess is as stated in the Schedule. For the avoidance of doubt, the Company will indemnify the Insured under Products Hazard for all sums that the Insured is legally liable to pay in respect of Property Damage to any property (other than to the Vehicle or watercraft, machinery or equipment serviced or repaired) or Personal Injury arising from or in connection with any service or repair. #### 14. Tenant's Liability The Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Property Damage happening during the Period of Insurance in connection with the Business of the Insured to premises (including landlord's fixtures and fittings) leased or rented, but not owned, by the Insured always subject to the Property Law Act 2007. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence. The Excess is as stated in the Schedule. #### 15. Trade Advice or Services Notwithstanding Exclusion 14 – Professional Liability, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of claims for Personal Injury or Property Damage happening during the Period of Insurance in connection with the Business of the Insured and arising out of an error or omission in: (a) advice or services; (b) product training and/or demonstrations, rendered by the Insured without charge. For the avoidance of doubt this memorandum is subject to Exclusion 9 – "Leaky Buildings" – Moisture or Water Penetration, Building Defects. #### 16. Underground Services The Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Property Damage to existing underground services, reticulation or property happening during the Period of Insurance in connection with the Business of the Insured provided that: (a) prior to the commencement of any excavation work the Insured has obtained plans or other appropriate information on the existence and location of such services from the owner of the underground services or any relevant authority, or corporation or company; and (b) the Insured took all reasonable precautions to prevent Property Damage. #### 17. Unmanned Aerial Vehicles Notwithstanding Exclusion 2 – Aircraft, Watercraft and Vehicles, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Personal Injury or Property Damage happening during the Period of Insurance in connection with the Business of the Insured arising out of the ownership, operation or use of any unmanned aerial vehicle (UAV), remotely piloted aerial systems (RPAS) or drone, (howsoever called) any of which has a gross take-off weight not exceeding 15 kilograms. The Sub-Limit of Indemnity is as stated in the Schedule for any one Occurrence. The Excess is as stated in the Schedule. #### 18. USA/Canada Coverage (Products only) Where Products Territory is stated in the Policy Schedule as Worldwide then the following limitation shall apply: In respect of any part of any settlement made within the legal jurisdiction of the United States of America and/or Canada and/or their protectorates, this extension shall only apply in respect of the Insured's Products exported into the United States of America and/or Canada and/or their protectorates. Provided that this memorandum shall not apply to claims in respect of: (a) punitive and/or exemplary damages, (b) contamination or pollution by the harmful nature of any substance discharged, dispersed, released or escaping into or upon land, the atmosphere or any watercourse or body of water. It is further agreed that expenses for the prevention and clean up of such contamination or pollution shall also form part of this exception and shall not be recoverable under this Extension. (c) the operation by the Insured or any agents of them within the United States of America, and/or Canada of any premises or plant for the manufacturing, processing, mining, distribution and/or storage of the Insured's Products. In respect of all claims which fall under the terms of this memorandum: (i) the Limit of Indemnity is inclusive of costs. (ii) should any dispute arise between the Insured and the Company over the application of this memorandum, such dispute shall be determined in accordance with New Zealand law and practice and by a court of competent jurisdiction in New Zealand. (iii) the Excess as stated in the Policy Schedule is inclusive of costs. #### 19. USA/Canada Visits Notwithstanding Condition 18 – Territory and jurisdiction, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation for Personal Injury or Property Damage happening during the Period of Insurance arising out of any Occurrence in the United States of America and Canada and territories under their legal jurisdiction (USA/Canada) resulting from the actions of any non-resident Insured temporarily visiting USA/Canada in the course of the Business of the Insured. Provided that: (a) in respect of this memorandum cover granted under Memorandum 12 – Punitive or Exemplary Damages, does not apply; (b) the Insured has no subsidiary operation, branch or premises in USA/Canada; (c) any work performed on, in or in connection with the Insured's Products is excluded; (d) the ownership, possession, control or maintenance or use of any Vehicle or aircraft is excluded. Notwithstanding Insuring Clause 2 the Limit of Indemnity in respect of this memorandum is inclusive of costs and expenses and supplies in the aggregate in any one Period of Insurance. #### 20. Vehicles – Additional Provisions Notwithstanding Exclusion 2 – Aircraft, Watercraft and Vehicles and Exclusion 4 – Care, Custody or Control, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Personal Injury or Property Damage happening during the Period of Insurance in connection with the Business of the Insured. **1. Vehicles – Loading & Unloading** arising from loading or unloading any Vehicle used by or on behalf of the Insured but not in its core, custody or control. **2. Vehicles – "Tool of Trade" Functions** arising from any Vehicle while it is being operated in the Insured's function or purpose, and not as a Vehicle. **3. Vehicles in Car Parks** in respect of Vehicles, other than Vehicles owned or used by or on behalf of the Insured, in the care, custody or control of the Insured, only whilst such Vehicles are in a car park owned or operated by the Insured, other than for income or reward as a car park operator. **4. Vehicles' Weight/Vibration Damage** to any bridge, viaduct, weigh bridge, road or anything beneath the Vehicle caused by vibration or by the weight of any Vehicle and/or its load provided that such Vehicle was not being driven or operated in breach of any regulatory weight restrictions. #### 21. Vehicle Inspection Certification The Company will indemnify the Insured against all claims made within the Period of Insurance for which the Insured is legally liable to pay as Compensation and which arise by reason of any negligent act, error or omission on the part of the Insured in the conduct of the Business of the Insured which, for the purposes of this memorandum, is deemed to be: "The inspection and certification of Vehicles for the purpose of issuing warrants of fitness or certificates of fitness as may be required under any road transport legislation, rules or regulations", provided that the Insured and/or its employees are duly authorised to issue such inspection certificates. The Sub-Limit of Indemnity is as stated in the Schedule and in the aggregate during any one Period of Insurance. The Excess is as stated in the Schedule. This memorandum does not apply to the violation or pre-purchase appraisal of any Vehicle, motorcycle, watercraft and/or any other property whatsoever. #### 22. Vibration or Removal of Support The Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Personal Injury or Property Damage happening during the Period of Insurance in connection with the Business of the Insured and arising from vibration, underpinning of, removal of, weakening of, or interfering with the support of land or buildings. #### 23. Welding/Gas Cutting/Burning Off/Use of Explosives Notwithstanding exclusion 17 – Welding/Gas Cutting/Burning Off/Use of Explosives, the Company will indemnify the Insured for all sums that the Insured is legally liable to pay as Compensation in respect of Personal Injury or Property Damage happening during the Period of Insurance for the following work carried out in connection with the Business of the Insured: (a) welding; and/or (b) gas cutting; and/or (c) burning-off of any substance; and/or (d) the use of explosives. Provided that reasonable care is taken to ensure the welding, gas cutting, burning-off or use of explosives is carried out in accordance with all relevant New Zealand standards, regulations or permit conditions or equivalent overseas standards, regulations or permit conditions. ### Exclusions This Policy does not apply to: #### 1. Accident Compensation claims for payment under any Accident Compensation Act, Workers or Workmen's Compensation legislation in any country by any person in the service of any contractor or sub-contractor to the Insured or any other dependent of such person. #### 2. Aircraft, Watercraft and Vehicles Personal Injury or Property Damage arising out of ownership, possession, maintenance, operation, use, loading or unloading by the Insured, or by any person in the course of his/her employment by any Insured, of: (a) any aircraft; (b) any watercraft exceeding ten (10) metres in length; (c) any Motor Vehicle which is required by law to be registered for road use. #### 3. Asbestos any actual or alleged liability whatsoever for any claim or claims in respect of loss or losses, including defence costs and expenses, directly or indirectly arising out of, resulting from or in consequence of, asbestos in whatever form or quantity. #### 4. Care, Custody or Control Property Damage to property which is in the Insured's care, custody or control. #### 5. Defamation liability resulting from a defamatory statement published at the Insured's direction knowing it is falsity, or resulting from publishing, advertising, broadcasting or television activities of or on behalf of the Insured. #### 6. Employees Personal Injury claims in respect of Personal Injury to any person arising out of or in the course of employment of such person in the service of the Insured. But this Exclusion does not apply with respect to liability of others assumed by the Insured under written contract. #### 7. Fines Penalties etc liability for any fines, penalties, performance warranty or liquidated damages. #### 8. Insured's Products Property Damage to the Insured's Products arising out of such products or any part of such products. #### 9. "Leaky Buildings" – Moisture or Water Penetration, Building Defects any liability for, or to fulfil any obligation in respect of any claim or defence costs, which are directly or indirectly caused by or contributed to, or arises directly or indirectly out of: (a) moisture or water or the penetration of external moisture or water; or (b) the action or effects of mould, fungi, mildew, rot, decay, micro-organisms, bacteria, protozoa or any similar or like forms; or (c) the failure of any building or structure to comply with or perform to the requirements of any New Zealand Building Code or to meet the level of performance, quality, fitness or its intended purpose. In addition, the Company shall not be liable for any costs or expenses arising out of the obating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralising, remediating or disposal of, or in any way responding to or assessing the effects of mould, fungi, mildew, rot, decay, gradual deterioration, micro-organisms, bacteria, protozoa or similar or like forms. This exclusion shall not apply to any claim for Personal Injury or Property Damage that is caused by or arises out of leakage from internal water pipes or cisterns. #### 10. Loss of Use loss of use of tangible property which has not been physically injured or destroyed resulting from: (a) a delay in or lack of performance by or on behalf of the Insured of any contract or agreement; (b) the failure of the Insured's products or work performed by or on behalf of the Insured to meet the level of performance, quality, fitness or durability warranted or represented by the Insured. But this exclusion does not apply to loss of use of other tangible property resulting from sudden and accidental physical injury to or destruction of the Insured's Products or work performed by or on behalf of the Insured after such products or work have been put to use by any person or organisation, other than an Insured. #### 11. Pollution Personal Injury or Property Damage arising out of discharge, dispersal, release or escape of smoke, vapours, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants into or upon land, the atmosphere or any water course or body of water. But this exclusion does not apply if such discharge, dispersal, release or escape is sudden and accidental but also takes place in its entirety at a specific time and place. #### 12. Products Contractual Liability For Products Hazard only, liability assumed only, liability assumed by the Insured under any agreement, other than written contracts approved by the Company. But this exclusion does not apply to a warranty of fitness or quality of the Insured's Product, or a warranty that work performed by or on behalf of the Insured will be done in a workmanlike manner. #### 13. Product Recall Compensation claimed for the withdrawal, inspection, repair, replacement or loss of use of the Insured's Products, or work completed by or for the Insured, of any property of which such products or work form a part, if such products, work or property are recalled or withdrawn from the market or from use because of any known or suspected defect or deficiency. #### 14. Professional Liability breach of a duty owed in a professional capacity by the Insured and/or persons for whose breach of such duty the Insured may be legally liable. But this exclusion does not apply to the provision of or failure to provide professional medical treatment and/or advice by medical practitioners, nurses, dentists and first aid attendants employed by the Insured to provide services on the Insured's premises. #### 15. Radioactivity Personal Injury or Property Damage directly or indirectly caused by or contributed to by or arising from ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. #### 16. War, Terrorism death, injury, illness, loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss: (a) war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, insurrection, riot, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property under the order of any government or public or local authority; or (b) any Act of Terrorism. Definition: "Act of Terrorism" means an act, including but not limited to the use of force or violence and/or threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s) which from its nature or context is done for, or in connection with, political, religious, ideological, ethnic, or similar purposes or reasons, including the intention to influence any government and/or to put the public, or any section of the public, in fear. This exclusion also excludes death, injury, illness, loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to (a) and/or (b) above. #### 17. Welding/Gas Cutting/Burning Off/Use of Explosives sums the Insured becomes legally liable to pay in respect of Personal Injury or Property Damage in connection with: (a) welding; or (b) gas cutting; or (c) burning-off of any substance; or (d) the use of explosives. ### Conditions #### 1. Assignment No assignment of interest under this policy shall bind the Company unless its written consent is endorsed on this policy. #### 2. Cancellation The Insured may cancel this Policy at any time by giving written notice to their broker or the Company. The Company may cancel the Policy at any time by giving written notice to the Insured or their broker. Cancellation will take effect at 4pm on the 30th day after the date of the notice. All notices to be given to or by the Company may be delivered personally, posted or emailed to the last know contact address of the relevant party. The Company will refund any unexpired premium, on a pro-rata basis. #### 3. Claims In the event of an Occurrence, written notice containing particulars sufficient to identify the claim and the reasoned and reasonably obtainable information with respect to the time, place and circumstances, and the names and addresses of the Insured and of available witnesses, shall be given by or for the Insured to the Company or any of its authorised agents as soon as practicable. If a claim is made or suit is brought against the Insured the Insured shall immediately forward to the Company every demand, notice, summons or other process received by it or its representatives. The Insured shall co-operate with the Company and, upon the Company's request, assist in the making settlements in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organisation, which may be liable to the Insured because of injury or damage with respect to which insurance is afforded under this Policy. The Insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not admit liability for or settle any claim, or incur any costs or expenses in connection with a claim, without the prior written consent of the Company which shall be entitled to take over and to conduct in the name of the Insured (which shall be a condition precedent to the Insured's right to be covered under this Policy) the defence or settlement of any claim, and any counterclaim. Nevertheless, neither the Insured nor the Company shall be required to contest any legal proceedings unless a Queen's Counsel (to be mutually agreed upon by the Insured and the Company) shall advise that such proceedings should be contested. If the Insured shall refuse to consent to any settlement recommended by the Company, and shall elect to contest or continue any legal proceedings, the Company's liability for the claim shall not exceed the amount for which the claim could have been settled (less the Excesses stated in the Schedule), including Defence Costs incurred up to the date of such refusal. #### 4. Compliance Compliance by or for the Insured with the obligations in Conditions 3, 6 & 16 shall be a condition precedent to the Company's liability in respect of any claim. #### 5. Cross Liability Where the Insured is comprised of more than one entity the word "the Insured" shall be considered as applying to each such entity, other than partners in a partnership, in the same manner as if that entity was the only named Insured. #### 6. Declarations By acceptance of this Policy, the Insured agrees that the statements in the declarations are its agreements and representations, that this Policy is issued in reliance upon the accuracy of such representations and that this Policy embodies all agreements existing between itself and the Company or any of its authorised agents relating to this insurance. #### 7. Fraud If any claim under this Policy shall be in any respect fraudulent, or if any fraudulent means or devices are used by the Insured or anyone acting on the Insured's behalf, to obtain any benefit under this Policy, all benefits under this Policy shall be forfeited. #### 8. Goods and Services Tax If on receipt of any payment for indemnity under this Policy the Insured is liable to pay tax under Section 5(13) of the Goods and Services Tax Act 1985 the Company will indemnify the Insured for the cost of that tax over and above the Limit of Indemnity otherwise stated in the Policy. #### 9. Inspection and Audit The Company shall be permitted, but not obligated, to inspect the Insured's records, property and operations at any time. Neither the Company's rights of inspection, actual inspections, nor any report following inspection shall constitute an undertaking on behalf of or for the benefit of the Insured or others, to determine or warrant that such property or operations are safe, healthful or in compliance with any law, rule or regulation. #### 10. Interpretation This Policy and the Schedule shall be read together as one document, and any word or expression to which a specific meaning has been attached in any part of this Policy or the Schedule shall bear such meaning wherever it shall appear. The paragraph headings in this Policy are included for illustrative purposes only and do not form part of the Policy for the purposes of construction or interpretation. Defined terms are capitalised. #### 11. Joint Insureds Where the Insured is comprised of more than one entity, the proposal for this insurance shall be deemed to have been furnished by and on behalf of all such entities, and any information supplied to the Company, or any omission or non-disclosure in relation to any renewal or extension, shall also be deemed to have been furnished or withheld (as the case may be) on behalf of all such entities. #### 12. Other Insurance If, at the time of an Occurrence under this Policy, there is, or would be but for any condition to the same effect, any other valid and collectable insurance covering all or part of the same Occurrence, this Policy shall be insurance in excess of the amount of liability covered under such other policy and the Limit of Indemnity under this Policy shall be reduced by the amount of the limit of indemnity afforded under such other policy. This condition applies, even if the other policy has a condition to the same or similar effect, but the Company will provide cover to the Insured until the availability of such other insurance is resolved provided the Insured co-operates with the Company in reviewing other insurance or indemnity entitlements. #### 13. Policy Jurisdiction This Policy shall be governed by the laws of New Zealand whose courts shall have exclusive jurisdiction. #### 14. Premium If the first or renewal premium for this Policy, or any part of it, shall have been calculated on estimates furnished by the Insured, then the Insured shall keep on accurate record containing all relevant particulars, and shall at all times allow the Company to inspect such a record. The premium for this Policy shall then be adjusted, and any difference shall be paid by or allowed to the Insured on the basis may be, subject to receipt and retention of the minimum premium charged by the Company. #### 15. Priority of Clauses and Memoranda Where the Insured may be indemnified under: (a) more than one insuring clause, then over will be provided under the insuring clause that provides for an aggregate liability of the Company in accordance with paragraph 3 of Limit of Indemnity and Excess clause; (b) more than one memorandum then the memorandum most favourable to the Insured will apply; (c) one or more of the memoranda and one or more of the insuring clauses then cover will be provided under the memorandum most favourable to the Insured and not under the insuring clause(s). #### 16. Reasonable Care The Insured shall: (a) exercise reasonable care that only competent employees be employed and take reasonable measures to maintain all premises, fittings and plant in sound condition; (b) take all reasonable precautions to: (i) prevent Personal Injury and Property Damage; (ii) prevent the manufacture, sale or supply of defective products; (iii) comply and ensure that the Insured's employees, servants and agents comply with all statutory obligations, by-laws or regulations imposed by any public authority, including for the safety of persons or property; (c) at the Insured's own expense take reasonable action to trace, recall or modify any of the Insured's Products containing any defect or deficiency which the Insured has knowledge of or has reason to suspect. #### 17. Subrogation The Company, in agreeing to indemnify the Insured in respect of any claim, shall be subrogated to all of the Insured's rights of recovery against any person or entity and shall be entitled to pursue and enforce such rights in the name of the Insured. The Insured shall: (a) provide the Company with all reasonable assistance and co-operation including executing and delivering instruments or papers and take any necessary steps to secure such rights of recovery, and (b) shall in no way prejudice such rights of recovery. Any monies recovered shall be applied for the benefit of the Company to the extent of the amount paid by it including costs and expenses and any remaining shall be the property of the Insured. #### 18. Territory and Jurisdiction The Insurance afforded by this Policy shall apply: (a) with respect to the premises and operations of the Insured within the Territory stated in the Schedule; (b) with respect to the Products Hazard and Products Recall within the Products Territory stated in the Products Schedule; (c) with respect to incidental travel anywhere in the world. Provided that this insurance does not apply to any claim, judgment, award or settlement outside the jurisdictions stated in the Schedule or to any order made outside those Jurisdictions to enforce such claim judgment award or settlement either in whole or in part. #### 19. Waiver of Privilege If the Company instructs any lawyer to investigate or defend any claim against the Insured, the Insured authorises the lawyer to provide to the Company any documents, information or advice in respect of the claim, including in relation to indemnity, and the Insured waives any privilege to the extent necessary to give full effect to the Company's entitlement in this respect. ### Definitions #### 1. Act means, as the context requires, any Act of the New Zealand Parliament or any amendment to, re-enactment, replacement or substitution of any such Act and any rules or regulations or other subordinate legislation made under such Act. #### 2. Business of the Insured means the business conducted by the Insured described in the Schedule but including the following related ancillary activities: (a) staff room facilities, social, sports, welfare and similar activities; (b) fire & disaster response; first aid and medical services; (c) exhibitions, trade fairs, conferences; (d) sponsorships, charitable or fundraising activities; (e) property owners, lessors, lessees and tenants; (f) any other activity undertaken by the Insured for which prior written approval has been given by the Company. #### 3. Compensation means any amount payable as compensation and includes damages, interest, claimant's costs and disbursements. #### 4. Completed Operations Hazard means Personal Injury and Property Damage arising out of Operations, or reliance upon a representation or warranty made at any time with respect to Operations, but only if the Personal Injury or Property Damage occurs after such Operations have been completed or abandoned and such away from premises owned by or rented to the Insured. "Operations" shall be deemed completed at the earliest of the following times: (a) when all Operations to be performed by or on behalf of the Insured under the contract have been completed; (b) when all Operations to be performed by or on behalf of the Insured at the site of the Operations have been completed; (c) when the portion of work out of which the injury or damage arises has been put to its intended use by any person or organisation, other than another contractor or sub-contractor engaged in performing Operations for a principal as a part of the same project. The Completed Operations Hazard does not include Personal Injury or Property Damage arising out of: (a) Operations in connection with the transportation of property, unless the Personal Injury or Property Damage arises out of a condition in a Vehicle created by its loading or unloading; (b) the existence of tools, uninstalled equipment or abandoned or unused materials. #### 5. Excess means the amount stated in the Schedule and as described in paragraph 4 of Limit of Indemnity and Excess clause. #### 6. Insured means the Insured stated in the Schedule, and: (a) any Subsidiary Company (including its subsidiaries) of the Insured, and any other organisation under the control of the Insured and over which it is exercising active management; (b) any director, employee, partner or shareholder of the Insured, but only whilst acting within the scope of their duties in such capacity; (c) any person, principal, organisation, trustee or estate to which the Insured is obliged by virtue of a written contract to provide insurance as is afforded by this Policy, but only to the extent required by such contract and, in any event, only for coverage and Limit of Indemnity as provided in this Policy; (d) any social and sporting club formed with the consent of the Insured, including any office bearer or member in their capacity as such; (e) any new organisation acquired by the Insured during the Period of Insurance through consolidation, merger, purchase of all or substantially all assets of or assumption of control and active management, provided such acquisition is reported to the Company within thirty (90) days after it is effected and provided further that such acquisition is endorsed on this Policy. #### 7. Insured's Products means any thing (after it has ceased to be in the possession 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). #### 8. Limit of Indemnity means the amount of the Limit of Indemnity stated in the Schedule. #### 9. Occurrence means an event, including a continuous or repeated exposure to conditions, which results in Personal Injury or Property Damage neither expected nor intended from the standpoint of the Insured. #### 10. Period of Insurance means the period stated in the Schedule unless terminated earlier under Condition 2 – Cancellation. #### 11. Personal Injury means: (a) bodily injury, sickness or disease including death resulting at any time; disability, shock, mental anguish or injury and humiliation; (b) false or wrongful arrest, imprisonment, detention or eviction; (c) defamation; (d) invasion of privacy; (e) assault or battery not committed by or at the direction of the Insured, occurring during the Period of Insurance. #### 12. Policy means this document, its Schedule and any endorsements subsequently issued. #### 13. Products Hazard means Personal Injury or Property Damage arising out of the Insured's Products, or reliance upon a representation or warranty made at any time with respect to such Products, but only if the Personal Injury or Property Damage occurs away from premises owned or leased or rented to the Insured and after physical possession of such products has been relinquished to others. #### 14. Property Damage means: (a) physical injury to or destruction of tangible property which occurs during the Period of Insurance including resulting loss of use at any time; (b) loss of use of tangible property, which has not been physically injured or destroyed, which occurs during the Period of Insurance, provided such loss of use is caused by an event including a continuous or repeated exposure to conditions neither expected or intended by the Insured. #### 15. Schedule means the current Schedule attaching to this Policy duly signed by an authorised officer of the Company. #### 16. Sub-Limit of Indemnity means the sub-limit of indemnity stated in the Schedule. #### 17. Subsidiary Company means any company that is or was: (a) controlled by the Insured through legal or beneficial ownership of more than 50% of the issued voting stock; or (b) deemed a subsidiary of the Insured by virtue of any applicable legislation or law, including companies held either directly or indirectly through one or more subsidiaries (ie, subsidiaries of subsidiaries). #### 18. Vehicle or Motor Vehicle means any type of machine as defined under the Land Transport Act 1998, or under the laws of the country in which the machine is operated (as the case may be). --- ## SECTION 2: Employers Liability **Policy Reference:** VL POL EL–052016 (03) ### Insuring Clause In consideration of payment of the premium, in reliance on the proposal and declarations (which shall be deemed to be the basis of this policy) and subject to its terms, conditions, exclusions, warranties and endorsements, Vero Liability Insurance Limited ("the Company") will indemnify the Insured against all claims for Damages, and all Defence Costs, which the Insured and such Defence Costs, which the Insured incurred by the Company in respect of: (a) any Hung Claim made against the Insured and reported to the Company during the Period of Insurance; or (b) any Insured Claim made against the Insured and reported to the Company during the Period of Insurance where indemnity granted under the Underlying Policy has resulted in its exhaustion or partial exhaustion. Provided that: (a) the Personal Injury has taken place on or after the Retroactive Date; (b) the maximum amount payable by the Company for Damages and Defence Costs for all claims under this policy shall not exceed the Limit of Indemnity stated in the Schedule. ### Limit of Indemnity and Excess All claims for Damages and Defence Costs arising out of any one Personal Injury or inter-related Personal Injuries are deemed to be one claim. Any claim arising from inter-related Personal Injuries is deemed to have originated in the earliest period of insurance in which any of the Personal Injuries is first notified to the Company. The Company's liability under this policy applies only to that part of such claims exceeding the Excess stated in the Schedule. Subject to Extension 2 – Goods and Services Tax of this policy, the Company's aggregate liability under this policy in respect of claims arising out of Personal Injuries will not exceed the Limit of Indemnity stated in the Schedule. ### Extended Reporting Period If the Company terminates or refuses to renew this policy, the Insured is entitled to an extension of the cover granted under this policy for a further period of twelve (12) months immediately following such termination or non-renewal of this policy, but only in respect of any Personal Injury taking place both before the effective date of termination or non-renewal and after the Retroactive Date. If this right is exercised, this further period shall be part of the last Period of Insurance and not an additional period. The entitlement to this extension must be exercised by written notice to the Company prior to the effective date of termination or within 30 days following the effective date of non-renewal. ### Extensions The terms of this policy apply to each extension to this policy unless expressly stated otherwise. The terms of each extension apply only to that extension and not to the rest of this policy unless expressly stated otherwise. #### 1. Health and Safety at Work Act 2015 If this extension is stated as INCLUDED in the Schedule, then this policy extends to cover the Insured and any Officer against Defence Costs and Penalties arising out of any Personal Injury which is connected with the business or affairs of the Insured and which is notified to the Company during the Period of Insurance stated in the Schedule or within 30 days after its expiry, or if exercised, during the Extended Reporting Period, provided that the Personal Injury was suffered on or after the Retroactive Date. Exclusion 4 – Fines Penalties etc and Exclusion 5 – Health & Safety Act, do not apply to this extension. Provided that this extension shall not cover the Insured nor any Officer: (a) for any deliberate failure to comply with the Health and Safety in Employment Act 1992 or the Health and Safety of Work Act 2015; (b) if the Insured or any Officer has a Statutory Liability Defence and Penalties Insurance Policy with the Company or any other Insurer for the same Personal Injury. For the purpose of this extension each Officer will be treated as having been issued with a separate policy. #### 2. Goods and Services Tax (a) Where the Insured or any Officer is liable to pay tax under the Goods and Services Tax Act 1985 on receiving any payment under this policy, the Company will indemnify the Insured or the Officer for the cost of that tax. (b) The amount payable under this extension is payable by the Company in addition to the stated Limit of Indemnity. #### 3. Newly Created or Acquired Subsidiary Company If any Subsidiary Company is created or acquired by the Insured after the inception of this policy such Subsidiary Company shall be included as an Insured provided that: (a) written notice of such creation or acquisition is given to the Company together with appropriate underwriting information and the payment of any additional premium required at the next renewal date; (b) in respect of acquisitions, cover granted under this policy shall only apply to Personal Injuries both discovered by the Insured after the date of such acquisition and suffered after the Retroactive Date, and where the Insured has agreed to indemnify any such Subsidiary Company. #### 4. Subsidiary Company Change of Ownership (a) In the event that an entity ceases to be a Subsidiary Company prior to or during the Period of Insurance, cover under this policy with respect to such Subsidiary Company and the Insured shall continue until the expiry date of the Period of Insurance, provided that such cover shall only apply in respect of a Personal Injury suffered after the Retroactive Date of creation or acquisition by the Insured (whichever is the later), and until the date such entity ceased to be a Subsidiary Company. (b) Where the entity has ceased to be a Subsidiary Company because it is acquired by a third party, then this extension shall only apply where the Insured has agreed to retain a continuing obligation to indemnify the third party for Defence Costs and Penalties arising out of any Occurrence that has taken place whilst it is a Subsidiary Company. ### Exclusions The Company shall not indemnify the Insured: #### 1. Accident Compensation for any costs or compensation for which cover to any extent is provided by the Accident Compensation Act 2001 or any other Workers Compensation legislation. #### 2. Asbestos for any actual or alleged liability whatsoever for any claim or claims in respect of loss or losses directly or indirectly arising out of, resulting from or in consequence of, asbestos in whatever form or quantity. #### 3. Employment in respect of any claim which is or should properly be brought in the Employment Tribunal or Employment Court, or for any personal grievance. #### 4. Fines Penalties etc for any fine or penalty levied against the Insured, provided that this exclusion shall not apply to any punitive or exemplary damages. #### 5. Health & Safety Act for any Personal Injury which has resulted from any breach or contravention of any provisions of the Health and Safety in Employment Act 1992 or Health and Safety at Work Act 2015. #### 6. Known Circumstances for any circumstance or Personal Injury of which, at the commencement of the Period of Insurance or, if this policy is renewed, the effective date of renewal, the Insured is aware or ought reasonably to be aware and may give rise to a claim against the Insured. #### 7. "Leaky Buildings" – Moisture or Water Penetration, Building Defects against any liability for, or to fulfil any obligation in respect of any claim or defence costs, which are directly or indirectly caused by or contributed to, or arises directly or indirectly out of: (a) the action or effects of mould, fungi, mildew, rot, decay, gradual deterioration, micro-organisms, bacteria, protozoa or any similar or like forms, in any building or structure; or (b) any cost or expense arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralising, remediating or disposal of, or in any way responding to or assessing the effects of mould, fungi, mildew, rot, decay, gradual deterioration, micro-organisms, bacteria, protozoa or similar or like forms, in any building or structure; or (c) the failure of any building or structure to meet or perform to the requirements of the New Zealand Building Code contained in the first schedule to the Building Regulations 1992 (or any amendment or substitution thereof) in relation to: (i) external water or moisture; or (ii) either durability or protection from external water or moisture entering that building or structure, or the effects thereof. #### 8. Outside New Zealand for any judgment entered in any Court other than a New Zealand Court, or any debt incurred by the Insured as the result of such a judgment. #### 9. Prior Claims in respect of any claim made, threatened or in any way intimated against the Insured and not notified to the Company prior to the commencement of the Period of Insurance or, if this policy is renewed, prior to the effective date of renewal. #### 10. Prior Litigation for any liability arising out of any litigation in existence at the commencement of the Period of Insurance. #### 11. Radioactivity for Personal Injury directly or indirectly caused by or contributed to by or arising from ionising radiation or contamination by radioactivity from any nuclear fuel or from nuclear waste from the combustion of nuclear fuel or the radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof. #### 12. Retroactive Date for any Personal Injury which has taken place or allegedly taken place prior to the Retroactive Date stated in the Schedule. #### 13. War, Terrorism for death, injury, illness, loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any of the following regardless of any other cause or event contributing concurrently or in any other sequence to the loss: (a) war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, insurrection, riot, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property under the order of any government or public or local authority; or (b) any Act of Terrorism. Definition: "Act of Terrorism" means an act, including but not limited to the use of force or violence and/or threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s) which from its nature or context is done for, or in connection with, political, religious, ideological, ethnic, or similar purposes or reasons, including the intention to influence any government and/or to put the public, or any section of the public, in fear. This Exclusion also excludes death, injury, illness, loss, damage, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to (a) and/or (b) above. In respect of the Exclusions no fact pertaining to, knowledge possessed by, nor Personal Injury committed by any Insured, shall be imputed to any other Insured for the purpose of determining the availability of cover. ### Conditions #### 1. Assignment No assignment of interest under this policy shall bind the Company unless its written consent is endorsed on this policy. #### 2. Authorisation By acceptance of this policy, the Insured agrees to act on behalf of any Subsidiary Company with respect to giving or receiving any notice of claim or termination, payment of premiums and receiving any return premiums that may become due under this policy, acceptance of endorsements and any other notice provided for in this policy, and each Subsidiary Company agrees that the Insured shall act on its behalf. Provided always that the above authorisation is in addition to and not in derogation of the rights, powers and obligations of each of the Officers and the Insured under this policy and the authorisation conferred imposes no additional obligation upon the party so nominated with respect to any of the matters set out. #### 3. Authorisation – Subsidiary Companies By acceptance of this policy, the Insured agrees to act on behalf of any Subsidiary Company with respect to giving or receiving notices of claim or termination, payment of premiums and receiving of any return premiums that may become due under this policy, acceptance of endorsements and giving or receiving of any other notice provided for in this policy, and each Subsidiary Company agrees that the Insured shall act on its behalf. #### 4. Cancellation The Insured may cancel this Policy at any time by giving written notice to their broker or the Company. The Company may cancel the Policy at any time by giving written notice to the Insured or their broker. Cancellation will take effect at 4pm on the 30th day after the date of the notice. All notices to be given to or by the Company may be delivered personally, posted or emailed to the last know contact address of the relevant party. The Company will refund any unexpired premium, on a pro-rata basis. #### 5. Claims (a) The Insured shall as a condition precedent to its right to be indemnified under this policy give the Company notice in writing as soon as practicable of: (i) any allegation of breach or contravention of an Act made against them or any of them; (ii) the receipt of notice from any person or party of any intention to hold the Insured or any Officer responsible for the results of an alleged Occurrence; (iii) any circumstance which the Insured shall become aware which may give rise to a claim or claims under this policy, irrespective of whether the claim is considered justified and/or the quantum is likely to be within the Excess stated in the Schedule. (b) The insurance provided by this policy ceases absolutely at the expiry of the Period of Insurance. However, provided that notice referred to in Condition 5(a) has been given to the Company prior to the expiration of the Period of Insurance or the Extended Reporting Period, if it is exercised, during the Extended Reporting Period, any claim arising from the notified circumstances, which is subsequently made after the expiration of the Period of Insurance, shall be deemed to have been made during the Period of Insurance. (c) The Insured shall give to the Company or its authorised representatives all such information and assistance as they may reasonably require. The Company may assume control and conduct of any claim, and any counterclaim (which shall be a condition precedent to the Insured's right to be covered under this Policy). (d) Neither the Insured nor the Officer shall in relation to any claim under this policy: (i) make any admission of liability; or (ii) incur any expense; or (iii) make any payment or settlement of liability, without the prior written consent of the Company. Such consent shall not be unreasonably withheld. The Company is not liable for any admissions, expenses, payments or settlements made without its prior written consent. (e) If the Insured or any Officer shall refuse to consent to any guilt plea or resolution recommended by the Company, and shall elect to contest or continue any legal proceedings, the Company's liability for the claim shall not exceed the amount for which the claim could have been so resolved (over and above the Excess stated in the Schedule), including Defence Costs incurred up to the date of such refusal. (f) Neither the Insured nor any Officer shall be required to contest any legal proceedings unless a Queen's Counsel (to be mutually agreed upon by the Insured and the Company) shall advise that such proceedings should be contested. #### 6. Consolidation or Merger If the Insured or acquires by merger, consolidates with, is merged into or acquired by any other entity after the inception of the Period of Insurance, written notice shall be given to the Company as soon as practicable together with such information as the Company may require. The Company shall be paid any reasonable premium that may be required. #### 7. Fraud If any claim is in any respect fraudulent, if any false declaration is made or used in support of any claim, or if any fraudulent means or devices are used by the Insured or by any of the Officers or anyone acting on behalf of any of them, to obtain any benefit under this policy, all benefits will be forfeited. #### 8. Jurisdiction This policy shall be governed by the law of New Zealand, the Courts of which shall have exclusive jurisdiction over any dispute. #### 9. Other Insurance If, at the time of any claim arising under this policy, there is any other valid and collectable insurance covering all or part of the same Occurrence, this policy will apply to the amount in excess of that recoverable or in fact recovered under the other insurance, whether such insurance is stated to be primary or excess, unless such other insurance is written only as specific excess insurance over the Limit of Indemnity under this policy. #### 10. Severability (a) In granting cover under this policy to the Insured Person(s), the Company has relied upon the declarations and statements contained within and attached to the proposal. All such declarations and statements are the basis of such cover and shall be considered as incorporated in and constituting part of this policy. (b) The proposal shall be construed as a separate application for cover by each Insured Person(s). With respect to the declarations and statements contained within or attached to the proposal for cover, no statement in the proposal or knowledge possessed by any Insured or any Officer shall be imputed to any other Insured Person(s) for the purposes of determining the availability of cover with respect to claims made against any Insured Person(s). (c) The terms of this policy apply to the Insured Person(s), provided that the failure by any Insured Person(s) to observe and fulfil the terms of this policy will not prejudice this insurance in relation to any other Insured or other Insured Person(s). #### 11. Subrogation (a) The Company shall be entitled to use the name of the Insured and any Officer in proceeding to enforce, for the benefit of the Company, any order made for costs or otherwise, and shall have the right of subrogation in respect of all rights which the Insured and any Officer may have against any person or entity who may be responsible to the Insured or any Officer in respect of any claim for any Occurrence covered by this policy, and the Insured shall do everything necessary to secure and preserve such rights including executing any necessary documents for the purpose of vesting such rights in the Company. Any monies recovered shall be applied first for the benefit of the Company to the extent of the amount paid by it in respect of that claim (including related costs and expenses), and the remaining monies shall become the property of the Insured. (b) If no recovery is made as a result of proceedings conducted solely by the Company, then it shall bear the expenses. Provided that the Company waives all rights of subrogation against any Officer and the Insured, unless the right of subrogation arises from the dishonest or intentional criminal conduct of the Officer or the Insured. #### 12. Territory This policy only provides cover for Damages and Defence Costs arising both out of Personal Injuries suffered in New Zealand and from proceedings brought in New Zealand courts. #### 13. Waiver of Privilege If the Company instructs any lawyer to investigate or defend any claim against the Insured, the Insured authorises the lawyer to provide to the Company any documents, information or advice in respect of the claim, including in relation to indemnity; and the Insured waives any privilege to the extent necessary to give full effect to the Company's entitlement in this respect. ### Definitions #### 1. Act means, as the context requires, any Act of the New Zealand Parliament or any amendment to, re-enactment, replacement or substitution of any such Act and any rules or regulations or other subordinate legislation made under such Act. #### 2. Damages means the total amount which the Insured or any Officer becomes legally obligated to pay on account of all claims, investigations, administrative or regulatory proceedings, suits, legal actions, summons, writs, examinations and orders or court-ordered against them (including written demands communicated to the Insured or any Officer alleging a Personal Injury by whatever means) for any Personal Injury to which cover under this policy applies, including but not limited to damages, judgments, settlements, interest, claimant costs and claimant expenses, but not including Defence Costs. #### 3. Defence Costs means: (a) the costs and expenses (including defence witness costs and expert costs and expenses) of being represented at any investigation, inquiry, prosecution, proceeding, hearing, prosecution, proceeding, hearing, review or appeal, arising out of an Occurrence; (b) the costs of applying to set aside a Court order or conviction arising out of an Occurrence. #### 4. Insured means the company or other entity named in the Schedule and any Subsidiary Company. #### 5. Limit of Indemnity means the amount of the Limit of Indemnity stated in the Schedule. #### 6. Officer means any person who, at the time of an offence or alleged offence under the Act, holds the position of director, officer, trustee, manager or secretary of the Insured, trust or other organisation, or who performs the duties of director, officer, manager or secretary under any other name, or who holds any other position as an employee (whether full time, part-time or temporary) of the Insured, trust or other organisation, and includes any such person who has subsequently relinquished that position. #### 7. Penalties means any: (a) court costs, (b) reparation order, (c) prosecution witness costs and expenses, (d) prosecution solicitors' costs, (e) regulators' costs awarded under Section 152 of the Health and Safety at Work Act 2015, imposed by the Court on the Insured upon conviction for an offence under the Health and Safety in Employment Act 1992 or the Health & Safety at Work Act 2015, and does not include any fine or infringement fee. #### 8. Period of Insurance means the period stated in the Schedule. #### 9. Personal Injury means bodily injury, sickness, disease or infection, including resulting death, and disability, shock, fright or mental anguish or injury. For the purposes of this insurance, disease shall be sustained when the employee is first exposed to conditions in New Zealand out of which the disease the subject of the claim arose. #### 10. Schedule means the current Schedule attaching to this Policy duly signed by an authorised officer of the Company. #### 11. Subsidiary Company means any company that is or was: (a) controlled by the Insured through legal or beneficial ownership of more than 50% of the issued voting stock; or (b) deemed a subsidiary of the Insured by virtue of any applicable legislation or law, including companies held either directly or indirectly through one or more subsidiaries (ie, subsidiaries of subsidiaries). --- ## SECTION 3: Statutory Liability **Policy Reference:** VL POL STAT–032022 ### Insuring Clause In consideration of payment of the premium, in reliance on the proposal and declarations (which shall be deemed to be the basis of this policy