> _Markdown transcription of Zurich Zurich Statutory Liability policy wording, effective 2022-05-26. Source: https://www.zurich.co.nz/content/dam/nz-documents/casualty-insurance/statutory-liability-insurance/statutory-liability-insurance-policy.pdf_ --- # Zurich Statutory Liability Insurance ## Policy Wording **ZU21130 - V6 05/22 - PCUS-018686-2022** --- # Welcome to Zurich ## About Zurich The insurer of this product is Zurich Australian Insurance Limited, ABN 13 000 296 640 (ZAIL incorporated in Australia) trading as Zurich New Zealand. In this policy wording, Zurich New Zealand may also be expressed as 'Zurich', 'we', 'us' or 'our'. ZAIL is part of the Zurich Insurance Group, a leading multi-line insurer that serves its customers in global and local markets. Zurich provides a wide range of general insurance and life insurance products and services in more than 210 countries and territories. Zurich's customers include individuals, small businesses, and mid-sized and large companies, including multinational corporations. ## Important Information This policy is a 'Claims Made and Notified' liability insurance policy. It only provides cover if: 1. Arising out of an offence that occurs during the period of insurance and is notified to us during the period of insurance; and 2. The claim arises out of an event which takes place after the retroactive date stipulated in the schedule. ## Duty of Disclosure Before you enter into a contract of general insurance with us, you have a duty to disclose to us every matter you know, or could reasonably be expected to know, that we would want to take into account in deciding whether to insure you and, if so, on what terms. This applies to all persons to be covered under this contract of insurance. You have the same duty to disclose those matters to us before you renew, extend, vary or reinstate a contract of general insurance. Your duty however, does not require disclosure of a matter that: - diminishes the risk to be insured; - is common knowledge; - we know or, in the ordinary course of our business, ought to know; or - we indicate to you that we do not require to know. ## Non-disclosure or Misrepresentation If you do not comply with this duty of disclosure or if you make a misrepresentation to us, we may, subject to policy terms and conditions, treat the policy as if it never existed. ## Our contract with you Your policy is a contract of insurance between you and Zurich and contains all the details of the cover that we provide. Your policy is made up of: - the policy wording. It tells you what is covered, sets out the claims procedure, exclusions and other terms and conditions of cover; - the proposal, which is the information you provide to us when applying for insurance cover; - your most current policy schedule issued by us. The policy schedule is a separate document unique to you, which shows the insurance details relevant to you. It includes any changes, exclusions, terms and conditions made to suit your individual circumstances and may amend the policy; and - any other written change otherwise advised by us in writing (such as an endorsement). These written changes vary or modify the above documents. Please note, only those covers shown in your policy schedule are insured. This policy wording is used for any offer of renewal we may make, unless we tell you otherwise. Please keep your policy in a safe place. We reserve the right to change the terms of this policy wording where permitted to do so by law. --- # Zurich Statutory Liability Insurance In consideration of the insured having paid or agreed to pay the premium, Zurich, on the basis of all information provided to us, agrees with the insured to provide insurance as follows, subject to the provisions of this policy and on the basis that this policy shall not be in force unless it has been signed by an authorised Zurich official. --- # 1. Insuring Clauses ## 1.1 Statutory liability We will pay any fine payable by you for an offence under any Act of Parliament in connection with the business. ## 1.2 Defence costs We will pay any defence costs incurred by you in relation to your defence. --- # 2. Extensions of Cover ## 2.1 Additional defence costs Subject to the terms and conditions of this policy, if it is alleged that you have knowingly, wilfully or intentionally breached an Act of Parliament, we will pay defence costs incurred by you in relation to your defence but only if you are acquitted. For the purposes of the cover under this extension, Exclusion 5.5.1 does not apply. ## 2.2 Enforceable undertakings Subject to the terms and conditions of this policy, we will cover you for the following costs in respect to an enforceable undertaking accepted by the regulator under Section 123 of the Health and Safety at Work 2015, and arising out of an event covered under this policy, always subject to our prior consent by us: (a) any payment of reparations paid to the victim(s) of the contravention; and (b) reasonable defence costs incurred in the drafting and preparation of the enforceable undertaking, Provided that: - **2.2.1** the event has resulted in a charging document being filed under the Health and Safety at Work 2015 or its regulations; and - **2.2.2** the payment of amends to the victim will not exceed the amount we would expect to pay to cover a reparation order at sentencing; and - **2.2.3** the amount payable overall under this Extension of Cover will not exceed the amount we would expect to pay had you been convicted and sentenced. There is no cover under this Extension of Cover for: - (i) any costs associated with the regulators administration fee; or - (ii) any costs in connection with compliance, rectifications, consultation, improvements, training, donations, remedial actions or otherwise meeting the enforceable terms of the enforceable undertaking; or - (iii) any costs associated with compliance monitoring activities for the enforceable undertaking; or - (iv) any amount payable to any party, other than the victim (or their estate in the event of death) under the definition of victim under the Sentencing Act 2002 (or equivalent definition in a succeeding Act of Parliament) had the event resulted in a conviction; or - (v) any fines or defence costs that may arise from your failure to comply with or cause you to be in contravention of terms contain in the enforceable undertaking; or - (vi) any expert costs incurred in the drafting and preparation of the enforceable undertaking without our prior consent. ## 2.3 Extended reporting period If we refuse to renew this policy, you may, upon payment of an additional premium of 100% of the full annual premium payable for the expiring period of insurance, extend the cover under this policy for a further 12 months from the date of expiry. Provided that: - **2.3.1** this option to extend the policy must be notified in writing to us within 30 days of the date of expiry; - **2.3.2** the extension only applies in respect of a circumstance reasonably expected to result in an offence before the expiry date; - **2.3.3** an offer by us of any renewal terms or premiums different from expiring terms or premiums does not constitute a refusal to renew; - **2.3.4** the limit of liability under this extension is part of and not in addition to the limit of liability specified in the schedule. ## 2.4 Newly created or acquired subsidiary If any subsidiary is created or acquired by you after the inception of this policy, your new subsidiary will be included. Provided that: - **2.4.1** written notice of such creation or acquisition is given to us together with appropriate underwriting information and the payment of any additional premium required by us; - **2.4.2** in respect of acquisitions, cover granted under this policy only applies to an event both discovered by you after the date of such acquisition and suffered after the retroactive date, and for which you have agreed to cover any such subsidiary. ## 2.5 Official investigations Subject to the terms and conditions of this policy, we will pay your civil defence legal costs in relation to any inquiry involving you. ## 2.6 Subsidiary change of ownership - **2.6.1** In the event that an entity ceases to be a subsidiary during the period of insurance, cover under this policy with respect to such subsidiary will continue until the expiry date of the period of insurance. Provided that such cover will only apply in respect of an event that occurred after the retroactive date or the date of creation or acquisition by you (whichever is the later), and until the date such entity ceased to be a subsidiary. - **2.6.2** Where the entity has ceased to be a subsidiary because it is acquired by a third party, then this extension will only apply where you have agreed to retain a continuing obligation to indemnify the third party arising out of an event that has taken place whilst it was a subsidiary. --- # 3. Definitions ## 3.1 Acquitted **acquitted** means the dismissal of charges before or after a defended hearing or trial, or entry of a not guilty verdict (but does not include the disposition of a charge pursuant to a plea bargain where multiple information's have been laid). ## 3.2 Act of Parliament **Act of Parliament** means any Act of the New Zealand Parliament including amendments to or re-enactments of those Acts, and any Code or Regulations or other subordinate legislation made under those Acts, but does not include Acts within Exclusion 5.7 'Excluded Acts'. ## 3.3 Act of terrorism **act of terrorism** means any act, or preparation in respect of action, or threat of action designed to influence the government de jure or de facto of any nation or any political division thereof, or in pursuit of political, religious, ideological or similar purposes to intimidate the public or a section of the public of any nation by any person or group(s) of persons whether acting alone or on behalf of or in connection with any organisation(s) or government(s) de jure or de facto, and which: - 3.3.1 involves violence against one or more persons; - 3.3.2 involves damage to property; - 3.3.3 endangers life other than that of the person committing the action; - 3.3.4 creates a risk to health or safety of the public or a section of the public; or - 3.3.5 is designed to interfere with or to disrupt an electronic system. ## 3.4 Business **business** means all your activities and operations stated in the schedule. ## 3.5 Change in control **change in control** means an event or events occurring, with the result that any person, entity or group: - 3.5.1 acquires more than 50% of the insured's share capital; - 3.5.2 acquires the majority of the voting rights in the insured; - 3.5.3 assumes the right to appoint or remove the majority of the board of directors (or equivalent position) of the insured; - 3.5.4 assumes control pursuant to written agreement with other shareholders over the majority of the voting rights in the insured; or - 3.5.5 merges with the insured, such that the insured is not the surviving entity. ## 3.6 Civil defence legal costs **civil defence legal costs** mean the legal costs and expenses, including witness costs and expenses, necessarily and reasonably incurred in relation to: - 3.6.1 a formal inquiry by a regulatory body, which could lead to a prosecution for an offence; - 3.6.2 proceedings before a Human Rights or Privacy Complaints Review Tribunal. ## 3.7 Deductible **deductible** means in respect of: - 3.7.1 the insured named in the schedule and its subsidiaries; - 3.7.2 a natural person insured under this policy who is a trustee, director, officer, sole trader, partner or employee of the insured named in the schedule or its subsidiaries, the applicable amount specified in the schedule you first bear in relation to each event, specified in the schedule or elsewhere in this policy. The deductible applies to all amounts payable under this policy. ## 3.8 Defence costs **defence costs** mean the legal costs and expenses, including witness costs and expenses, necessarily and reasonably incurred with our prior consent, in investigating and/or defending any prosecution or threatened prosecution alleging the commission of an offence. ## 3.9 Event **event** means any act or omission in the course of the business that gives rise, or may give rise, to a prosecution for an offence, a formal inquiry by a regulatory body, which could lead to a prosecution for an offence, or proceedings before a Human Rights or Privacy Complaints Review Tribunal. ## 3.10 Fine **fine** means any fine or costs assessed by a court pursuant to any statute, upon conviction for an offence, for which we may legally indemnify you. This does not include a fine imposed pursuant to the Health and Safety at Work Act 2015, but this definition is extended to include a sentence of reparation imposed following a conviction under that Act. Fine does not include any pecuniary penalty, damages, compensation or other sums ordered by a court. ## 3.11 Inception date **inception date** means the commencement date of the period of insurance stated in the schedule. ## 3.12 Limit of liability **limit of liability** means the Limit of Liability stated in the schedule. ## 3.13 Offence **offence** means any information alleging the commission by you of an offence under an Act of Parliament, for which you are liable to a fine if convicted. ## 3.14 Period of insurance **period of insurance** means the Period of Insurance stated in the schedule. ## 3.15 Retroactive date **retroactive date** means the Retroactive Date stated in the schedule. ## 3.16 Schedule **schedule** means the Schedule attaching to and forming part of the policy, including any schedule substituted for the original schedule. ## 3.17 Securities **securities** mean any bond, debenture, note, share, stock, American Depository Receipts or other equity or security for debt which is issued or given by the company, and includes any certificate of interest or participation in, receipt for, warrant or other right to subscribe to or to purchase, voting trust certificate relating to, or other interest in any of the foregoing items. ## 3.18 Subsidiary **subsidiary** means a company or legal entity in respect of which you directly or indirectly: - 3.18.1 control or controlled the composition of the board of directors; and/or - 3.18.2 control or controlled more than half of the voting power; and/or - 3.18.3 hold or held more than half of the issued share capital or other ownership of the entity, and in any event includes any company or legal entity whose financial accounts are required to be consolidated with those of the named insured pursuant to the New Zealand Company Law or the applicable New Zealand Accounting Standards. ## 3.19 You, Your, Insured **you, your, insured** means: - 3.19.1 the Insured named in the schedule; or - 3.19.2 any subsidiary of the Insured described in 3.19.1, and includes any person who is, or was at the time of the event, a trustee, director, officer, sole trader, partner or employee of yours. --- # 4. Limit of liability Our liability to indemnify you for all events under this policy is limited in the aggregate to the amount specified in the schedule applicable for the period of insurance within which you have, or should have, first notified us of the event. Where an event is alleged to have taken place on, over or between a number of specified dates, which fall within more than one period of insurance, for the purposes of the applicable limit of liability and deductible, the event will be treated as if it occurred in the period of insurance in which you have, or should have, first notified us of the event. The most we will pay in total for all defence costs incurred during the period of insurance is the limit of liability. The deductible will be borne by you in respect of each and every event. --- # 5. Exclusions We will not pay anything in respect of: ## 5.1 Asbestos any liability of whatsoever nature in connection with, directly or indirectly caused by or contributed to by or arising from asbestos or asbestos products in whatever form or quantity. ## 5.2 Aggravated, Punitive or Exemplary damages any damages, including and exemplary, punitive, liquidated or aggravated damages imposed by a Court for the breach on any Act of Parliament. ## 5.3 Building defects any liability of whatsoever nature in connection with, any building or structure being affected by: - 5.3.1 moisture or water or the penetration of external moisture or water; - 5.3.2 the action or effects of mould, fungi, mildew, rot, decay, micro-organisms, bacteria, protozoa or any similar or like forms; - 5.3.3 the failure of any building or structure to comply with or perform to the requirements of any building code or to meet the level of performance, quality, fitness or durability of its intended purpose. This expressly includes the requirements of the New Zealand Building Code contained in the first schedule to the Building Regulations 1992 in relation to: - (a) external water or moisture; or - (b) either durability or protection from external water or moisture entering that building or structure, or the effects thereof. In addition we will not be liable for any costs or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralising, remediating or disposal of, or in anyway responding to or assessing the effects of mould, fungi, mildew, rot, decay, micro-organisms, bacteria, protozoa or similar or like forms. ## 5.4 Daily continuing offences - 5.4.1 the cost or payment of any abatement, enforcement order, remedial order or compliance order; - 5.4.2 failing to comply with an abatement, compliance, enforcement or remedial notice or order; - 5.4.3 any fine imposed in relation to a daily continuing offence where the fine is imposed in relation to a period of time after you first received notice from the informant or his employing body of the intention to commence a prosecution in relation to that offence. ## 5.5 Deliberate disregard the prosecution for an offence which has allegedly resulted from the: - 5.5.1 deliberate or reckless disregard by you of any of the provisions of any Act of Parliament which you are alleged to have contravened; - 5.5.2 you instructing another person to discharge one or more of your obligations under any of the provisions of the Act of Parliament and failing to take all reasonable steps to ensure that your obligations were discharged as instructed; - 5.5.3 failure by you to comply with any lawful abatement notice or enforcement order, improvement notice, prohibition notice or suspension notice, building consent, Notice to Rectify, Compliance Schedule, Gazetted Notice, or order made by a Human Rights or Privacy Review Tribunal. ## 5.6 Dishonest acts any event actually or allegedly brought about or contributed to, by any dishonest, fraudulent or malicious act or omission by or on your behalf. ## 5.7 Excluded Acts any fine under, and any defence costs or civil defence legal costs payable in relation to: - 5.7.1 Arms Act 1983; - 5.7.2 Aviation Crimes Act 1972; - 5.7.3 Crimes Act 1961; - 5.7.4 Criminal Investigations (Blood samples) Act 1995; - 5.7.5 Criminal Proceeds (Recovery) Act 2009; - 5.7.6 Land Transport (Road Safety and Other Matter) Amendment Act 2011; - 5.7.7 Misuse of Drugs Act 1975; - 5.7.8 Summary Offences Act 1981; - 5.7.9 Land Transport Act 1998; or - 5.7.10 Anti-Money Laundering and Countering Financing of Terrorism Act 2009, and any other Act of Parliament specified in the schedule as a further Excluded Act. ## 5.8 Orders and Costs - 5.8.1 any order for payment of costs made under the Commissions of Inquiry Act 1908; - 5.8.2 any court order in the nature of damages or compensation, except a sentence of reparation following a Health and Safety at Work Act prosecution; - 5.8.3 any action, proceeding, inquiry, investigation or prosecution taken against you by the Inland Revenue Department or any other revenue collecting authority. ## 5.9 Personal grievances any contract of service with any current, former or prospective employee, including any personal grievance or similar action by an employee, but this exclusion does not apply to any investigation or inquiry by WorkSafe New Zealand pursuant to the Health and Safety at Work Act 2015. ## 5.10 Prior and pending any event after the retroactive date but before the inception date, if you knew, or ought reasonably to have known, of the event and failed to notify the event to us before the inception date. ## 5.11 Private prosecutions any investigation of or defence of any action, proceeding, inquiry, investigation or prosecution taken against you by a person other than the statutory authority or enforcement agency given that responsibility under the relevant Act of Parliament, but this exclusion does not apply to any private prosecution brought under the Heath & Safety at Work Act 2015 or any amendment to or re-enactment of that Act or regulations or other subordinate legislation made under that Act. ## 5.12 Radioactive contamination - 5.12.1 any ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. For the purpose of this Exclusion combustion includes any self-sustaining process of nuclear fission; - 5.12.2 any nuclear weapons material. ## 5.13 Securities any actual or alleged offence under an Act of Parliament in relation to the offer, sale or distribution of securities. ## 5.14 Taxes any event or act or omission in connection with a requirement to pay taxes, rated, duties, levies, charges fees or any other kind of revenue under an Act of Parliament. ## 5.15 Territorial limits any liability suffered outside of New Zealand and from any judgment brought in any Court outside of New Zealand. ## 5.16 War, Act of terrorism any death, injury, illness, loss, damage, costs or expenses of whatsoever nature caused by or arising out of the following regardless of any other cause or event contributing concurrently or in any other sequence by: - 5.16.1 any consequence of war, invasion, act of foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power or confiscation, nationalisation, requisition, destruction of or damage to property by or under the order of any government or public or local authority; - 5.16.2 any act of terrorism or any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism. --- # 6. Standard Conditions ## 6.1 Apportionment of costs - **6.1.1** If there are claims against you which contain uninsured allegations or allegations against other parties then we will use our best efforts to agree upon a fair and proper allocation of defence costs. - **6.1.2** If you and Zurich disagree over the allocation of defence costs, then we will advance such defence costs we believe to be covered under this policy, until a different allocation is negotiated, arbitrated or judicially determined. In this case we will, if requested by you, refer the dispute for determination of allocation to an expert mutually agreeable to all parties and such determination will apply retrospectively to all defence costs incurred in the defence of that particular claim or event. ## 6.2 Assignment This policy and any rights thereunder will not be assigned without our prior written consent. ## 6.3 Cancellation - **6.3.1** You may cancel this policy at any time by giving notice in writing to us; - **6.3.2** We may cancel this policy at any time by giving notice in writing to you, such cancellation to take effect after 30 days from the time of notification received by you; - **6.3.3** Upon cancellation by you, a refund of premium will be allowed pro rata of 80% of the premium for the unexpired period of insurance; - **6.3.4** Upon cancellation by us, a refund of premium will be allowed pro rata for the unexpired period of insurance. ## 6.4 Claims notification and Duties As a condition precedent to our liability, you must give us notice in writing of any event, within 30 days. At the same time, or as soon as possible thereafter, you: - **6.4.1** provide full details of any notice or circumstance of an event together with any documentation, information and details that are relevant; - **6.4.2** give any notice or circumstance notified to us during the period of insurance, any subsequent claim that arises from that event is covered under this policy as though the event itself was notified during the period of insurance; - **6.4.3** use your best endeavours to preserve all property, products, appliances, plant and other things which may assist us in the investigation or conduct of your defence. So far as may be reasonably practical, no alteration or repair is to be effected until we have first had the opportunity of inspection; - **6.4.4** co-operate with us or our authorised representatives in all aspects of the claim; - **6.4.5** not make any admission of fact or liability, offer, promise or payment or settlement without our prior written consent; - **6.4.6** if the offence alleged is a continuing one, immediately take, at your expense, all reasonable steps to prevent its continuation. As a condition precedent to our liability, you must give us notice in writing of any offence no later than 30 days after the expiry of the period of insurance or the extended reporting period (if applicable). ## 6.5 Conduct of defence - **6.5.1** Upon acceptance by us of your claim, we shall have the right to nominate a solicitor to act on your behalf and we shall have the total discretion as to the conduct and control of your defence, including strategy, in respect of any prosecution, inquiry, settlement, negotiation or proceedings against you. - **6.5.2** If we and the insured cannot agree upon the appropriateness or otherwise of a settlement, then the matter will be determined in accordance with advice of Queen's Counsel, the choice of whom will be mutually agreed by the insured and us and whose fees will be paid by us, in addition to the limit of liability. ## 6.6 Change in control If during the period of insurance the insured undergoes a change in control, then the cover provided by this policy will be amended to only apply in respect of an event occurring prior to the effective date of such change in control until the policy expiry date. The insured will give us written notice of such change in control as soon as reasonably practicable. ## 6.7 Fraudulent claim If any claim is in any respect fraudulent, or if any false declaration is made or used in support of any claim, or if any fraudulent means or devices are used by you or by anyone acting on your behalf, to obtain any benefit under this policy, all benefits will be forfeited. For the purpose of this standard condition, if you comprise more than one party then each of you will be treated as having been issued with a separate policy. ## 6.8 Headings Headings have been included for ease of reference, but do not form part of the policy. ## 6.9 Material change of risk You must give us notice of any material change to any of the facts or circumstances existing at the commencement of the period of insurance as soon as reasonably practicable. We shall be entitled to charge an additional premium as appropriate. ## 6.10 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 event 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 liability under this policy. ## 6.11 Payments in respect of Goods & Services Tax All sums insured in this policy (except for the deductible) exclude GST where that GST is recoverable by us under the Goods and Services Tax Act 1985. We add GST, where applicable, to claim payments. However, this does not apply to the deductible which is GST inclusive. ## 6.12 Prejudice Where you breach or fail to comply with Standard Conditions 6.4 'Claims notification and duties' or 6.15 'Reasonable precautions' of this policy, and this results in prejudice to us in relation to the handling of any claim, the indemnity afforded by this policy in respect of such claim, shall be reduced to such sum as would have been payable by us in the absence of such prejudice. ## 6.13 Progress payment of legal expenses In the event of a claim for which we have agreed to indemnify you, on production of acceptable evidence of expenditure prior to the final settlement of the claim, we shall pay defence costs or civil defence legal costs necessarily and reasonably incurred by you. ## 6.14 Proper law and Jurisdiction The construction, interpretation and meaning of the provisions of this policy shall be determined in accordance with New Zealand law. In the event of any dispute arising under this policy including, but not limited, to its construction and/or validity and/or performance and/or interpretation, you will submit to the exclusive jurisdiction of any competent Court in New Zealand. A reference to any statute, regulation or subordinate legislation includes any amendment, replacement, successor or equivalent to or of that statute, regulation or subordinate legislation. ## 6.15 Reasonable precautions As a condition precedent to our liability, you shall take all reasonable precautions to: - 6.15.1 avoid, prevent or minimise any circumstances that may give rise to an event; - 6.15.2 comply with all relevant statutory obligations. ## 6.16 Sanctions regulation Notwithstanding any other terms or conditions under this policy, Zurich shall not be deemed to provide coverage and will not make any payments nor provide any service or benefit to any insured or any other party to the extent that such cover, payment, service, benefit and/or any business or activity of the insured would violate any applicable trade or economic sanctions, law or regulation. ## 6.17 Severability and Non-imputation Where this policy insures more than one party, the application for insurance is construed as a separate application by each insured. When determining whether coverage is available under this policy: - **6.17.1** any failure by an insured to comply with the duty of disclosure shall not be imputed to any other insured, where that insured is innocent of and had no prior knowledge of the failure; and - **6.17.2** for the purposes of the exclusions, no facts pertaining to, conduct of or knowledge possessed by an insured shall be imputed to any other insured. ## 6.18 Singular and Plural Except where the context otherwise requires, a reference to the singular includes the plural and vice versa. ## 6.19 Subrogation In the event of a payment under this policy to you or on your behalf, we shall be subrogated to all your rights of recovery against all persons and organisations. You shall do all that is necessary to assist us in the exercise of such rights, including prosecuting proceedings in your name at our expense. In no event, however, will we exercise our rights of subrogation against a natural person insured under this policy who is a trustee, director, officer, sole trader, partner or employee unless it is determined by a court judgment or final non-appealable adjudication in the underlying action or in a separate action or proceeding that such person had engaged in any conduct which is the subject of Exclusion 5.5 'Deliberate disregard' or 5.6 'Dishonest acts'. ## 6.20 Valuation and foreign currency All premiums, limits of liability, sub-limits of liability, deductibles and other amounts under this policy are expressed and payable in New Zealand currency. Except as otherwise provided, if judgment is rendered, settlement is denominated or another element of loss under this policy is stated in a currency other than New Zealand dollars, payment under this policy will be made in New Zealand dollars at the cash rate of exchange for the purchase of New Zealand dollars as reported in the National Business Review on the date the final judgment is reached, the amount of the settlement is agreed upon or the other element of loss is due, respectively. ## 6.21 Waiver of privilege If we instruct any lawyer to investigate or defend any claim made against you, you shall authorise the lawyer to provide us with any documents, information or advice in respect of the claim, including in relation to indemnity, and you waive any privilege to the extent necessary to give full effect to our entitlement in this respect. We agree to keep any documents, information or advice in respect of the claim confidential, and not to take steps to waive privilege over them.