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Solicitor Primary - SOLICITORS

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					SOLICITORS
Professional Indemnity Insurance
This is a “claims made” insurance
This Policy covers only Claims made against the Insured or Circumstances first notified to the Company during the Period of Insurance.


1       Insuring Clauses                                                              and expenses reasonably incurred by the Insured in replacing or
                                                                                      restoring Documents up to a maximum of £100,000 during any
1.1     Civil Liability                                                               Period of Insurance provided that:
                                                                                      a) such loss or damage is sustained while the Documents are
1.1.1   The Company will indemnify the Insured against:                                   either in transit or in the custody of the Insured or of any
        a) Any civil liability; or                                                        person to whom the Insured has entrusted them; and
        b) any amount paid or payable in accordance with the                          b) where the documents are in electronic format, the Insured
           recommendation of the Legal Services Ombudsman, the                            can demonstrate to the reasonable satisfaction of the
           Legal Complaints Service or any other regulatory authority                     Company that the Insured had in place sufficient and proper
                                                                                          procedures for the security and the daily back-up of
        to the extent that it arises from Private Legal Practice carried on               Documents.
        from offices in England and Wales by or on behalf of the Firm’s
        Practice or any Prior Practice or Successor Practice.                 2.2     Compensation for court attendance
                                                                                      In the event of the legal advisers acting on behalf of the Insured
        Provided that a Claim in respect of such liability is:                        with the consent of the Company requiring any of the Insured
        i) first made against an Insured during the Period of Insurance;              to attend court as a witness in connection with a Claim made
            or                                                                        against the Insured and notified under this Policy the Company
        ii) made against an Insured during or after the Period of                     will provide compensation to the Firm at the following rates for
            Insurance and arising from Circumstances first notified to the            each day on which attendance is required:
            Company during the Period of Insurance.                                   a) Any Principal Partner or director of the Insured            £500
                                                                                      b) Any Employee                                                £250
1.2     Defence Costs
                                                                              2.3     Run-off cover
1.2.1   The Company will in addition indemnify the Insured against                    In the event of cessation of the Firm’s Practice during or on
        Defence Costs in relation to:                                                 expiry of the Period of Insurance and the Insured has not
        a) any Claim under clause 1.1;                                                obtained succeeding insurance in compliance with the Minimum
        b) any Circumstances first notified to the Company during the                 Terms and Conditions the Company shall extend the Period of
           Period of Insurance; or                                                    Insurance for an additional six years (ending on the sixth
        c) any investigation, inquiry or disciplinary proceeding during or            anniversary of the date upon which, but for this requirement, it
           after the Period of Insurance arising from any Claim under                 would have ended).
           clause 1.1 or from Circumstances first notified to the
           Company during the Period of Insurance.                            2.3.1   Provided that:
                                                                                      a) The Limit of Indemnity in respect of any extended Period of
1.2.2   The Limit of Indemnity does not apply to Defence Costs except                    Insurance shall be limited to the Minimum Limit; and
        that the Company’s liability for Defence Costs in relation to a               b) The Insured shall pay within 30 days of the inception of the
        Claim which exceeds the Limit of Indemnity is limited to the                     extension of the Period of Insurance an additional premium
        proportion that the Limit of Indemnity bears to the total                        to be calculated by the Company, such additional premium
        amount paid or payable to dispose of the Claim.                                  being no less than 250% of the Annual Premium shown in
                                                                                         the Schedule; and
2       Extensions                                                                    c) Extensions 2.1 and 2.2 are deleted in respect of any
                                                                                         extended Period of Insurance; and
2.1     Loss of or damage to Documents                                                d) Run-off cover shall not be activated if there is a Successor
        The Company will in the event of loss of or damage to                            Practice to the ceased practice, provided that there is
        Documents occurring in the conduct of the Private Legal                          insurance complying with the Minimum Terms and
        Practice of the Insured and advised to the Company during the                    Conditions in relation to that Successor Practice.
        Period of Insurance indemnify the Insured in respect of all costs
2 SOLICITORS PROFESSIONAL INDEMNITY INSURANCE




3     Limit of Indemnity                                                     5     Exclusions
                                                                                   The Company shall not be liable for:
3.1   The liability of the Company shall in no circumstances exceed
      the Limit of Indemnity specified in the Schedule even where the        5.1   Prior Cover
      Company is liable to indemnify more than one Insured.                        Any Claim in respect of which the Insured is entitled to be
                                                                                   indemnified by the Solicitors Indemnity Fund (“SIF”) or under a
3.2   For the purposes of the Limit of Indemnity the Insured and all               professional indemnity insurance contract for a period earlier
      persons entitled to indemnity under this Policy shall be treated             than the Period of Insurance, whether by reason of notification
      as one party or legal entity so that there will be only a single             of Circumstances to SIF or under the earlier contract or
      contract of insurance between the Company as one party and                   otherwise.
      the Insured and all other persons entitled to indemnity as the
      other party.                                                           5.2   Death or bodily injury
                                                                                   Any Claim arising out of death or bodily injury caused by or
3.3   For the purposes of the Limit of Indemnity                                   contributed to by the Insured unless it arises from a breach of
      a) all claims against any one or more Insured arising from:                  duty in the performance of (or failure to perform) legal work by
           i) one act or omission;                                                 the Insured.
           ii) one series of related acts or omissions;
           iii) the same act or omission in a series of related matters      5.3   Property damage
                or transactions;                                                   Any liability for damage to, or destruction or physical loss of, any
           iv) similar acts or omissions in a series of related matters or         property caused by or contributed to by the Insured (other than
                transactions                                                       property in the care, custody or control of any Insured in
      and                                                                          connection with the Firm’s Practice and not occupied or used in
      b) all claims against one or more Insured arising from one                   the course of the Firm’s Practice), unless such damage,
           matter or transaction                                                   destruction or loss arises from breach of duty in the performance
      will be regarded as one claim.                                               of (or failure to perform) legal work by the Insured.

4     Insured’s Contribution                                                 5.4   Partnership disputes
                                                                                   Any actual or alleged breach of the Insured’s Partnership or
4.1   The Insured will bear the first amount of each and every Claim               shareholder agreement or arrangements, including any
      up to the amount of the Insured’s Contribution specified in the              equivalent agreement or arrangement where the Firm is a
      Schedule.                                                                    limited liability partnership or a company without share capital.

4.2   The Insured’s Contribution does not reduce the Limit of                5.5   Employment breaches, discrimination, etc.
      Indemnity.                                                                   Wrongful dismissal, repudiation or breach of an employment
                                                                                   contract or arrangement, termination of a training contract,
4.3   The Insured’s Contribution does not apply to Defence Costs,                  harassment, discrimination or like conduct in relation to any
      Extension 2.1 or Extension 2.2.                                              Partnership, or shareholder agreement or arrangement or the
                                                                                   equivalent where the Firm is a limited liability partnership or a
4.4   If an Insured fails to pay to a Claimant any amount which is                 company without share capital or in relation to any employment
      within the Insured’s Contribution within 30 days of it becoming              or training agreement or arrangement.
      due for payment, the Claimant may give notice of the Insured’s
      default to the Company, whereupon the Company is liable to             5.6   Debts and trading liabilities etc
      remedy the default on the Insured’s behalf. Any amount paid by               Any:
      the Company to remedy such a default erodes the Limit of                     a) trading or personal debt of the Insured; or
      Indemnity.                                                                   b) breach by the Insured of the terms of any contract or
                                                                                      arrangement for the supply to, or use by, the Insured of
4.5   For the purposes of the Insured’s Contribution                                  goods or services in the course of the Firm’s Practice; or
      a) all claims against any one or more Insured arising from:                  c) guarantee, indemnity or undertaking by the Insured in
           i) one act or omission;                                                    connection with the provision of finance, property, assistance
           ii) one series of related acts or omissions;                               or other benefit or advantage directly or indirectly to that
           iii) the same act or omission in a series of related matters               Insured.
                or transactions;
           iv) similar acts or omissions in a series of related matters or   5.7   Fines, penalties, etc.
                transactions                                                       Any:
      and                                                                          a) fine or penalty; or
      b) all claims against one or more Insured arising from one                   b) award of punitive, exemplary or like damages under the laws
           matter or transaction                                                       of the United States of America or Canada, other than in
      will be regarded as one claim.                                                   respect of defamation; or
                                                                                              SOLICITORS PROFESSIONAL INDEMNITY INSURANCE 3




       c) order or agreement to pay the costs of a complainant,                      3. this Exclusion does not exclude or limit any liability of the
          regulator, investigator or prosecutor of any professional                     Company to indemnify any Insured against civil liability or
          conduct complaint against, or investigation into the                          related Defence Costs arising from any actual or alleged
          professional conduct of the Insured.                                          breach of duty in the performance of (or failure to perform)
                                                                                        legal work or failure to discharge or fulfil any duty incidental to
5.8    Fraud or dishonesty                                                              the Firm’s Practice or to the conduct of Private Legal Practice.
       Any Claims to the extent that any civil liability or related
       Defence Costs arise from dishonesty or a fraudulent act or             5.11   Electronic Risk
       omission committed or condoned by that Insured, except that:                  Any Claim under Extension 2.1 in the event of loss of or
       a) this Policy nonetheless covers each other Insured; and                     damage to Documents arising directly or indirectly from:
       b) no such dishonesty, act or omission will be imputed to a                   a) the transmission or impact of any Virus; or
           body corporate unless it was committed or condoned by, in                 b) unauthorised access to a System;
           the case of a company, all directors of that company, or, in
           the case of a limited liability partnership, all members of that          For the purposes of this Exclusion:
           limited liability partnership.                                            i) System includes computers, other computing and electronic
                                                                                          equipment linked to computer hardware, electronic data
5.9    Directors’ or officers’ liability                                                  processing equipment, Microchips and anything which relies
       Any Claim against any natural person in their capacity as a                        on a Microchip for any part of its operation and includes for
       director or officer of a body corporate (other than a Recognised                   the avoidance of doubt any computer installation.
       Body or a service, administration, trustee or nominee company                 ii) Microchip means a unit of packaged computer circuitry
       referred to in clause 9.11) except that:                                           manufactured in small scale and made for program logic
       a) this Policy nonetheless covers any liability of that person                     and/or computer memory purposes and expressly including
           which arises from a breach of duty in the performance of                       integrated circuits and microcontrollers.
           (or failure to perform) legal work; and                                   iii) Virus means programming code or series of instructions
       b) this Policy nonetheless covers each other Insured against any                   designed to achieve an unexpected unauthorised and/or
           vicarious or joint liability.                                                  undesirable effect or operation when loaded onto a System
                                                                                          transmitted between Systems by transfer between
5.10   War,Terrorism and Asbestos                                                         computer systems via networks, extranets, internet or
       a) Any loss, damage, costs or expense of whatsoever nature                         electronic mail or attachments thereto or via floppy
          (subject to proviso 3 below) directly or indirectly caused by,                  diskettes or CD-ROMs or otherwise and whether involving
          resulting from or in connection with any of the following                       self replication or not.
          regardless of any other cause or event contributing
          concurrently or in any other sequence to the loss:                  5.12   Claims made in the USA or Canada
          i) war, invasion, acts of foreign enemies, hostilities or                  That part of any Claim under Insuring Clause 1 of this Policy
               warlike operations (whether war be declared or not),                  where such Claim is in respect of:
               civil war, rebellion, revolution, insurrection, civil                 a) damages or other monetary awards, judgments or
               commotion assuming the proportions of or amounting                        negotiated settlements, Claimant’s costs and expenses and
               to an uprising, military or usurped power; or                             Defence Costs connected with or arising out of any Claim
          ii) any Act of Terrorism; or                                                   made or suit brought against the Insured before any
          iii) asbestos, or any actual or alleged asbestos-related injury                arbitrator, tribunal or court in the United States of America
               or damage involving the use, presence, existence,                         or Canada; or
               detection, removal, elimination or avoidance of asbestos              b) the enforcement, upholding or registration against the
               or exposure to asbestos.                                                  Insured by any arbitrator, tribunal or court of any damages
       b) Any loss, damage, cost or expense of whatsoever nature                         or other monetary awards, judgments or negotiated
          directly or indirectly caused by, resulting from or in                         settlements, Claimant’s costs and expenses and Defence
          connection with any action taken in controlling, preventing,                   Costs connected with or arising out of any Claim made or
          suppressing or in any way relating to a(i), a(ii) and/or a(iii)                suit brought against the Insured before any arbitrator or
          above.                                                                         court of the United States of America or Canada
                                                                                     where and to the extent that the amount of such Claim exceeds
       Provided that:                                                                the Minimum Limit.
       1. if the Company alleges that by reason of this Exclusion, any
          loss, damage, cost or expense is not covered by this                6      Special Conditions
          insurance the burden of proving the contrary shall be upon
          the Insured.                                                        6.1    No avoidance or repudiation
       2. in the event any portion of this Exclusion is found to be                  The Company is not entitled to avoid or repudiate this Policy on
          invalid or unenforceable, the remainder shall remain in full               any grounds whatsoever including, without limitation, non-
          force and effect.                                                          disclosure or misrepresentation, whether fraudulent or not.
4 SOLICITORS PROFESSIONAL INDEMNITY INSURANCE




6.2   No adjustment or denial                                                    6.8     Resolution of disputes
      The Company shall not reduce or deny its liability to indemnify                    If there is a dispute as to whether a practice is a Successor
      the Insured under Clauses 1.1 or 1.2 on any grounds whatsoever                     Practice for the purposes of this Policy, the Company and the
      including, without limitation, any breach of any term or condition                 Insured will take all reasonable steps (including, if appropriate,
      of this Policy, except to the extent that any of the Exclusions                    referring the dispute to arbitration) to resolve the dispute in
      shall apply.                                                                       conjunction with any related dispute between any other party
                                                                                         which has insurance complying with the Minimum Terms and
6.3   No cancellation                                                                    Conditions and that party’s insurer.
      This Policy can only be cancelled with effect from the date on
      which:                                                                     6.9     Conduct of a Claim pending dispute resolution
      a) the Firm’s Practice is merged into a Successor Practice,                        Pending resolution of any coverage disputes and without
          provided that there is insurance complying with the                            prejudice to any issue in dispute, the Company will, if so directed
          Minimum Terms and Conditions in relation to that Successor                     by the Law Society of England and Wales conduct any Claim,
          Practice; or                                                                   advance Defence Costs and, if appropriate, compromise and pay
      b) replacement insurance complying with the Minimum Terms                          the Claim. If the Society is satisfied that:
          and Conditions commences.                                                      a) the party requesting the direction has taken all reasonable
                                                                                             steps to resolve the dispute with the Company; and
      Cancellation will not affect the rights and obligations of the                     b) there is a reasonable prospect that the coverage dispute will
      Company and the Insured accrued under this Policy prior to the                         be resolved or determined in the Insured’s favour; and
      date of cancellation.                                                              c) it is fair and equitable in all the circumstances for such
                                                                                             direction to be given
6.4   No set-off                                                                         it may in its absolute discretion make such a direction.
      Any amount payable by the Company to indemnify the Insured
      against civil liability to a Claimant will be paid only to the Claimant,   6.10    Minimum Terms and Conditions to prevail
      or at the Claimant’s direction, and the Company shall not set-off                  This Policy is to be construed or rectified so as to comply with
      against any such amount any payment due to it by any Insured                       the requirements of the Minimum Terms and Conditions, and
      including, without limitation, any payment of premium or to                        any provision of this Policy which is inconsistent with the
      reimburse the Company.                                                             Minimum Terms and Conditions is to be severed or rectified to
                                                                                         comply.
6.5   Other insurance
      The liability of the Company to indemnify the Insured under                6.11    Disclosure of Information
      Clauses 1.1 or 1.2 is not reduced or excluded by reason of the                     The Company may bring to the attention of the Law Society of
      existence or availability of any other insurance except as provided                England and Wales or the Legal Complaints Service any of the
      by clause 5.1.This clause does not affect any right of the                         matters referred to in the reporting provisions of the Solicitors
      Company to claim contribution from any other Insurer which is                      Indemnity Rules in relation to the Firm or any Insured, and is not
      also liable to indemnify any Insured.                                              required to notify the Firm or any Insured of the fact that it has
                                                                                         done so or intends to do so.
6.6   Successor Practice - “double insurance”
      If the Firm’s Practice is succeeded during the Period of Insurance         7       General Conditions
      and, as a result, a situation of “double insurance” exists between                 In the event of any inconsistency between these General
      two or more insurers of the Successor Practice, contribution                       Conditions and the Special Conditions the Special Conditions
      between insurers is to be determined in accordance with the                        shall prevail.
      relative numbers of Principals of the owners of the constituent
      practices immediately prior to succession.                                 7.1     Renewal Procedure

6.7   Advancement of Defence Costs                                               7.1.1   Prior to Renewal Date each year the Company will request the
      The Company will meet Defence Costs as and when they are                           Insured to complete a Proposal form.
      incurred, including Defence Costs incurred on behalf of an
      Insured who is alleged to have committed or condoned                       7.1.2   Renewal will not be invited unless a satisfactory Proposal is
      dishonesty or a fraudulent act or omission, provided that the                      received by the Company prior to the Renewal Date. Failure to
      Company is not liable for Defence Costs incurred on behalf of                      submit a Proposal form prior to renewal will cause this Policy to be
      that Insured after the earlier of:                                                 lapsed immediately prior to the Renewal Date.
      a) that Insured admitting to the Company the commission or
          condoning of such dishonesty, act or omission; or                      7.1.3   The renewal premium (and if applicable any adjustment of
      b) a court or other judicial body finding that that Insured was in                 premium for the past year) will be calculated on the information
          fact guilty of such dishonesty, act or omission.                               provided by the Insured.
                                                                                           SOLICITORS PROFESSIONAL INDEMNITY INSURANCE 5




7.2   Arbitration                                                           8.3   Claims Handling Procedure
      Save as provided in clause 8.5 any dispute arising out of or in             Upon receipt of written notice in accordance with clauses 8.1
      connection with this Policy shall be referred to a sole arbitrator,         and/or 8.2 the Company will be entitled to appoint a
      who shall be a Queen’s Counsel specialising in insurance law.The            representative to investigate the Claim or Circumstance and/or
      sole arbitrator shall be appointed by agreement between the                 at any time appoint lawyers of its choice to take over and
      parties or, failing such agreement within 30 days of one party              conduct in the name of the Insured the defence and settlement
      receiving written notice of a nomination being made by the                  of any Claim.The Insured will co-operate fully with such
      other party, by the Chairman for the time being of the Bar                  representatives and/or lawyers in the investigation of the Claim
      Council or his nominee.The arbitration shall be held in London.             or Circumstances and in the defence, settlement, avoidance or
                                                                                  reduction of any Claim.
7.3   Law Applicable
      Unless the parties have agreed otherwise in writing any dispute       8.4   Due Diligence
      concerning the interpretation of the Policy shall be governed               The Insured will use due diligence and use all reasonable
      and construed in accordance with English law and shall be                   endeavours to do, and concur in doing, all such things as are
      resolved within the non-exclusive jurisdiction of the courts of             reasonably practicable to diminish the amount of any Claim
      England and Wales.                                                          and/or Defence Costs.

7.4   Contracts (Rights of Third Parties) Act 1999                          8.5   Legal Proceedings
      A person who is not a party to this Policy has no right under the           a) Subject to the provisions of Clause 8.5(b), in the event of a
      Contracts (Rights of Third Parties) Act 1999 to enforce any term               disagreement arising between the Company and the Insured
      of this Policy but this does not affect any right or remedy of a               as to whether or not to contest or settle legal proceedings
      third party which exists or is available apart from that Act.                  or proceed with appeals the issue will be remitted to a
                                                                                     Queen’s Counsel whose decision on the probability of
7.5   Consumer Credit Clause                                                         successfully defending the Claim or the acceptability of the
      The Company reserves the right to reduce the Limit of                          proposed terms of settlement or the probability of
      Indemnity to the Minimum Limit in the event that there is a                    succeeding on appeal will be final.The identity of such
      default in instalment payments due under any linked loan                       Queen’s Counsel will be agreed by the parties and in default
      agreement.                                                                     of such agreement will be chosen by the Chairman for the
                                                                                     time being of the Bar Council or his nominee.
8     Claims Conditions                                                           b) In the event that Counsel (whether Queen’s Counsel or
                                                                                     Junior Counsel) is instructed in connection with the defence
8.1   Claims Notification                                                            of a Claim, the parties will remit any issue between them to
      The Insured will notify the Company in writing immediately after a             the said Counsel as to whether or not to contest or settle
      Claim is first made against them. Notification of Claims must be               legal proceedings or proceed with appeals.
      sent to the Company at RSA ProFin Claims Department, PO Box                 c) Any appointment of Counsel under Clauses 8.5(a) or 8.5(b)
      509, Horsham,West Sussex RH12 1WS.The notification will                        above shall be as expert and not as arbitrator.
      provide full details of the Claim (including any Claim form,                d) The costs of the said expert determination shall be borne in
      Summons or other legal document, which must be forwarded to                    any event by the Company.
      the Company immediately following receipt by the Insured) and
      the Insured will provide the Company with such further                8.6   No Admission of Liability
      information and documentation as they will reasonably require.              The Insured will not admit liability for or enter into any
                                                                                  settlement or compromise in relation to any Claim against them,
8.2   Notification of Circumstances                                               nor will they incur any Defence Costs without the prior written
      The Insured will give written notice to the Company at the same             consent of the Company.
      address set out in Clause 8.1 immediately on becoming aware of
      any Circumstances which may result in a Claim.The notification        8.7   Subrogation
      will provide full details of the Circumstances including without            The Company will be entitled to pursue or prosecute in the
      limitation the identity of the potential Claimant, the nature and           name of the Insured for the Company’s benefit any associated
      likely quantum of the potential Claim (so far as this can                   recovery or third party proceedings.The Insured will co-operate
      reasonably be assessed), and the Insured’s preliminary views (if            fully with the Company, including doing all such things as are
      any) on the merits of any such potential Claim.The Insured will             reasonably necessary to enable the Company to bring a claim in
      provide the Company with such further information and                       the name of the Insured.
      documentation as they reasonably require. Any such Claim
      arising from such Circumstances shall be deemed to have been          8.8   Reimbursement
      made in the Period of Insurance in which such notice has been               Each Insured who:
      given.                                                                      a) committed; or
6 SOLICITORS PROFESSIONAL INDEMNITY INSURANCE




       b) condoned (whether knowingly or recklessly):                                  and assistance in the investigation, defence, settlement, avoidance
          i) non-disclosure or misrepresentation; or                                   or reduction of any actual or possible Claim or any related
          ii) any breach of the terms or Conditions of this Policy; or                 proceeding.
          iii) dishonesty or any fraudulent act or omission
                                                                                 9     Definitions
       will reimburse the Company to the extent that is just and                       For the purposes of this Policy:
       equitable having regard to the prejudice caused to the Company’s
       interests by such non-disclosure, misrepresentation, breach,              9.1   Canada
       dishonesty, act or omission, provided that no Insured shall be                  Canada means Canada and any province or territory of Canada.
       required to make any such reimbursement to the extent that
       any such breach of the terms or Conditions of the insurance was           9.2   Circumstances
       in order to comply with Law Society Regulations.                                Circumstances means an incident, occurrence, fact, matter, act or
                                                                                       omission which may give rise to a Claim under the Policy.
       No non-disclosure, misrepresentation, breach, dishonesty, act or
       omission will be imputed to a body corporate unless it was                9.3   Claim
       committed or condoned by, in the case of a company, all directors               Claim means a demand for, or an assertion of a right to, civil
       of that company or, in the case of a limited liability partnership, all         compensation or civil damages or an intimation of an intention
       members of that limited liability partnership. Any right of                     to seek such compensation or damages. For these purposes, an
       reimbursement under this clause against any person referred to in               obligation on a firm and/or any Insured to remedy a breach of
       clauses 9.11.1d) or 9.11.2.d) or 9.11.3d) (or against the estate or             the Solicitors’ Accounts Rules 1998 (as amended from time to
       legal personal representative of any such person if they die or                 time), or any rules which replace the Solicitors’ Accounts Rules
       become legally incapacitated) is limited to the extent that is just and         1998 in whole or in part, shall be treated as a Claim, and the
       equitable having regard to the prejudice caused to the Company’s                obligation to remedy such breach shall be treated as a civil
       interests by that person having committed or condoned (whether                  liability for the purposes of Insuring Clause 1.1, whether or not
       knowingly or recklessly) dishonesty or any fraudulent act or omission.          any person makes a demand for, or an assertion of a right to,
                                                                                       civil compensation or civil damages or an intimation of an
8.9    Reimbursement of Defence Costs                                                  intention to seek such compensation or damages as a result of
       Each Insured will reimburse the Company for Defence Costs                       such breach.
       advanced on the Insured’s behalf which the Company is not
       ultimately liable to pay.                                                 9.4   Claimant
                                                                                       Claimant means a person or entity which has made or may
8.10   Reimbursement of the Insured’s Contribution                                     make a Claim including a Claim for contribution or indemnity.
       Those persons who are at any time Principals of the Firm
       (including, for these purposes, every person held out as a                9.5   The Company
       partner of a sole practitioner) during the Period of Insurance will             The Company means Royal & Sun Alliance Insurance plc.
       reimburse the Company for any Insured’s Contribution paid by
       the Company on the Insured’s behalf.The Limit of Indemnity                9.6   Defence Costs
       shall be reinstated to the extent of reimbursement of any                       Defence Costs mean legal costs and disbursements and
       amount which eroded it under clause 4.4.                                        investigative and related expenses reasonably and necessarily
                                                                                       incurred with the consent of the Company in:
8.11   Reimbursement of moneys paid pending dispute resolution                         a) defending any proceedings relating to a Claim; or
       The Insured will reimburse the Company following resolution of                  b) conducting any proceedings for indemnity, contribution or
       any coverage dispute for any amount paid by the Company on                          recovery relating to a Claim; or
       that Insured’s behalf which, on the basis of the resolution of the              c) investigating, reducing, avoiding or compromising any actual
       dispute, the Company is not ultimately liable to pay.                               or potential Claim; or
                                                                                       d) acting for any Insured in connection with any investigation,
8.12   Withholding assets or entitlements                                                  inquiry or disciplinary proceeding.
       The Insured will account to the Company for any asset or
       entitlement of any person who committed or condoned any                         Defence Costs do not include any internal or overhead
       dishonesty or fraudulent act or omission, provided that the                     expenses of the Insured or the Company or the cost of any
       Insured is legally entitled to withhold that asset or entitlement               Insured’s time.
       from that person.
                                                                                 9.7   Documents
8.13   Co-operation and assistance                                                     Documents shall mean anything in which information of any
       If the Assigned Risks Pool Manager is appointed to conduct any                  description is recorded (excluding bearer bonds, coupons, bank
       Claim, each Insured will give the Assigned Risks Pool Manager                   or currency notes or other negotiable instruments) which is the
       and any investigators or solicitors appointed by it all information             property of the Insured or for which the Insured is responsible.
       and documents they reasonably require, and full co-operation
                                                                                              SOLICITORS PROFESSIONAL INDEMNITY INSURANCE 7




9.8    Employee                                                                      e) the estate or legal personal representative of any deceased
       Employee means any person other than a Principal:                                or legally incapacitated person referred to in paragraph (c)
       a) employed or otherwise engaged in the Firm’s Practice,                         or (d).
          (including under a contract for services) including, without
          limitation, as a solicitor, lawyer, trainee solicitor or lawyer,   9.11.2 For the purposes of the cover provided in connection with any
          consultant, associate, locum tenens, agent, appointed person              Prior Practice, the Insured means:
          (as defined in the Solicitors’ Indemnity Insurance Rules issued           a) each Partnership or Recognised Body which, or sole
          by the Solicitors Regulation Authority for insurance                          practitioner who, carried on the Prior Practice; and
          commencing at the inception of the Period of Insurance),                  b) each service, administration, trustee or nominee company
          office or clerical staff member of otherwise; or                              owned as at the date of occurrence of relevant
       b) seconded to work in the Firm’s Practice; or                                   Circumstances by the Partnership or Recognised Body
       c) seconded by the Firm to work elsewhere.                                       which, or sole practitioner who, carried on the Prior Practice
                                                                                        and/or the Principals of such Partnership or Recognised
       Employee does not include any person who is engaged by the                       Body; and
       Firm under a contract for services in respect of any work where              c) each Principal and former Principal of each Partnership or
       that person is required, whether under the Solicitors’ Indemnity                 Recognised Body referred to in paragraph (a) or company
       Insurance Rules issued by the Solicitors Regulation Authority for                referred to in paragraph (b); and
       insurance commencing at the inception of the Period of                       d) each Employee and former Employee of the Partnership,
       Insurance or under the rules of any other professional body to                   Recognised Body or sole practitioner referred to in
       take out or to be insured under professional indemnity                           paragraph (a) or company referred to in paragraph (b); and
       insurance in respect of that work.                                           e) the estate or legal personal representative of any deceased
                                                                                        or legally incapacitated sole practitioner referred to in
9.9    The Firm                                                                         paragraph (a) or person referred to in paragraph (c) or (d).
       The Firm means:
       a) the Partnership (as constituted as at commencement of the          9.11.3 For the purposes of the cover provided in connection with any
          Period of Insurance) or Recognised Body which, or sole                    Successor Practice, the Insured means:
          practitioner who, contracted with the Company to provide                  a) each Partnership or Recognised Body which, or sole
          this insurance; and                                                           practitioner who, carries on the Successor Practice during
       b) the Partnership referred to in paragraph (a) as constituted                   the Period of Insurance; and
          from time to time, whether prior to or during the Period of               b) each service, administration, trustee or nominee company
          Insurance.                                                                    owned as at the date of occurrence of relevant
                                                                                        Circumstances by the Partnership or Recognised Body
9.10   The Firm’s Practice                                                              which, or sole practitioner who, carries on the Successor
       The Firm’s Practice means:                                                       Practice and/or the Principals of such Partnership or
       a) the legal practice carried on by the Firm as at the                           Recognised Body; and
          commencement of the Period of Insurance; and                              c) each Principal, each former Principal and each person who
       b) the continuous legal practice preceding and succeeding the                    becomes during the Period of Insurance an Employee of the
          practice referred to in paragraph (a) (irrespective of changes                Partnership, Recognised Body or sole practitioner referred to
          in ownership of the practice or in the composition of any                     in paragraph (a) or company referred to in paragraph (b); and
          Partnership which owns or owned the practice).                            d) each Employee, each former Employee and each person
                                                                                        who becomes during the Period of Insurance an Employee
9.11   The Insured                                                                      of the Partnership, Recognised Body or sole practitioner
                                                                                        referred to in paragraph (a) or company referred to in
9.11.1 The Insured means (other than as provided for in clauses 9.11.2                  paragraph (b); and
       and 9.11.3):                                                                 e) the estate or legal personal representative of any deceased
       a) the Firm; and                                                                 or legally incapacitated sole practitioner referred to in
       b) each service, administration, trustee or nominee company                      paragraph (a) or person referred to in paragraph (c) or (d).
           owned as at the date of occurrence of relevant
           Circumstances by the Firm, and/or the Principals of the Firm;     9.12    The Insured’s Contribution
           and                                                                       The Insured’s Contribution means the first amount for which the
       c) each Principal, each former Principal and each person who                  Insured is responsible under clause 1.1. of this Policy in respect
           becomes a Principal during the Period of Insurance of the                 of each and every Claim as specified in the Schedule.
           Firm or a company referred to in paragraph (b); and
       d) each Employee, each former Employee and each person
           who becomes during the Period of Insurance an Employee
           of the Firm or a company referred to in paragraph (b); and
8 SOLICITORS PROFESSIONAL INDEMNITY INSURANCE




9.13   Law Society Regulations                                                     a) providing such services in England,Wales or anywhere in the
       Law Society Regulations means any applicable rules or codes laid               world, whether alone or with other lawyers in a Partnership
       down from time to time by the Council of the Law Society of                    permitted for practice in England and Wales by rule 12 of
       England and Wales, the Solicitors Regulation Authority, or in the              the Solicitors’ Code of Conduct 2007, or a Recognised
       Law Society Publication “Your Clients - Your Business” as                      Body; and
       amended from time to time.                                                  b) the provision of such services as a secondee of the Firm; and
                                                                                   c) any Insured acting as an executor, trustee, attorney, notary,
9.14   Minimum Limit                                                                  insolvency practitioner or other personal appointment; and
       Minimum Limit means the minimum sum insured for any one                     d) the provision of such services by an Employee.
       Claim as set out in the Minimum Terms and Conditions.
                                                                                   Private Legal Practice does not include practising as an Employee
9.15   Minimum Terms and Conditions                                                of an employer other than a solicitor, a registered European
       Minimum Terms and Conditions means the minimum terms and                    lawyer, a Partnership permitted for practice in England and Wales
       conditions required by the Solicitors’ Indemnity Insurance Rules            by rule 12 of the Solicitors’ Code of Conduct 2007, or a
       issued by the Solicitors Regulation Authority for insurance                 Recognised Body.
       commencing at the inception of the Period of Insurance or as
       amended during the Period of Insurance.                              9.23   Proposal
                                                                                   Proposal means the signed proposal form and any declaration
9.16   Partner                                                                     forwarded in connection with this Policy (including any renewal
       Partner means a partner in an unincorporated Firm.                          declaration form) and any information supplied by or on behalf
                                                                                   of the Insured in addition thereto or in substitution thereof.
9.17   Partnership
       Partnership means an unincorporated Firm and does not mean a         9.24   Recognised Body
       Firm incorporated as a limited liability partnership.                       Recognised Body means a body corporate for the time being
                                                                                   recognised under Section 9 of the Administration of Justice Act
9.18   Period of Insurance                                                         1985.
       Period of Insurance means the period for which this Policy
       operates as stated in the Schedule.                                  9.25   The Schedule
                                                                                   The Schedule means the Schedule attached to this Policy.
9.19   Policy
       Policy means this Policy of insurance including the Proposal, the    9.26   Successor Practice
       Schedule and any Memoranda or Endorsements to it.                           Successor Practice means a practice identified in this definition as
                                                                                   ‘B’, where:
9.20   Principal                                                                   a) ‘A’ is the practice to which B succeeds; and
       Principal means, in relation to:                                            b) ‘A’s owner’ is the owner of A immediately prior to transition;
       a) a Recognised Body or other body corporate which is a                          and
           company - each director or officer of that body and any                 c) ‘B’s owner’ is the owner of B immediately following
           person held out as a director or officer; and                                transition; and
       b) a Recognised Body which is a limited liability partnership -             d) ‘transition’ means merger, acquisition, absorption or other
           each member of that body; and                                                transition which results in A no longer being carried on as a
       c) a Partnership - each Partner of that firm and any person                      discrete legal practice.
           held out as a Partner (and where a Recognised Body is a
           partner - each director and officer of that body and each               B is a Successor Practice to A where:
           person held out as a director or officer if the body is a                    i) B is or was held out, expressly or by implication, by B’s
           company, and each member of that body if the body is a                            owner as being the successor of A or as incorporating A,
           limited liability partnership); and                                               whether such holding out is contained in notepaper,
       d) a sole practitioner - that practitioner.                                           business cards, form of electronic communications,
                                                                                             publications, promotional material or otherwise, or is
9.21   Prior Practice                                                                        contained in any statement or declaration by B’s owner
       Prior Practice means each practice to which the Firm’s Practice                       to any regulatory or taxation authority; and/or
       is ultimately a Successor Practice by way of one or more                         ii) (where A’s owner was a sole practitioner and the
       mergers, acquisitions, absorptions or other transitions.                              transition occurred on or before 31 August 2000) - the
                                                                                             sole practitioner is a Principal of B’s owner; and/or
9.22   Private Legal Practice                                                           iii) (where A’s owner was a sole practitioner and the
       Private Legal Practice means the provision of services as a                           transition occurred on or after 1 September 2000) - the
       solicitor or a registered European lawyer in private practice from                    sole practitioner is a Principal or Employee of B’s owner;
       offices in England and Wales including without limitation:                            and/or
                                                                                                  SOLICITORS PROFESSIONAL INDEMNITY INSURANCE 9




           iv) (where A’s owner was a Recognised Body) that body is               9.28   Terrorism
               a Principal of B’s owner; and/or                                          An Act of Terrorism shall mean an act, including but not limited
           v) (where A’s owner was a Partnership) - the majority of                      to the use of force or violence and/or the threat thereof, of any
               the Principals of A’s owner have become Principals of                     person or group(s) of persons, whether acting alone or on
               B’s owner; and/or                                                         behalf of or in connection with any organisation(s) or
           vi) (where A’s owner was a Partnership and the majority of                    government(s), committed for political, religious, ideological or
               the Principals of A’s owner did not become Principals of                  similar purposes including the intention to influence any
               the owner or other legal practice as a result of the                      government and/or to put the public, or any section of the
               transition) - one or more of the Principals of A’s owner                  public, in fear.
               have become Principals of B’s owner; and
               a) B is carried on under the same name as A or a                   10     Interpretation
                    name which substantially incorporated the name of                    a) the singular includes the plural and vice versa; and
                    A (or a substantial part of the name of A); and/or                   b) the male gender includes the female and neuter genders;
               b) B is carried on from the same premises as A; and/or                       and
               c) the owner of B acquired the goodwill and/or assets                     c) a reference to a person includes a body corporate or
                    of A; and/or                                                            unincorporate; and
               d) the owner of B assumed the liabilities of A; and/or                    d) a reference to a partnership does not include a limited
               e) the majority of staff employed by A’s owner became                        liability partnership which is a body corporate; and
                    employees of B’s owner.                                              e) a reference to a director includes a member of a limited
                                                                                            liability partnership; and
       Notwithstanding the foregoing, B is not a Successor Practice to A                 f) the use of headings and sub-headings is for ease of
       under paragraph (ii), (iii), (iv), (v) or (vi) if another practice is or             reference only and is not intended to be construed as an
       was held by the owner of that other practice as the successor of                     aid to interpretation; and
       A or as incorporating A, provided that there is insurance                         g) words and expressions which begin with a capital letter in
       complying with the Minimum Terms and Conditions in relation to                       this Policy have the meaning set out in the Definitions; and
       that other practice.                                                              h) references to any Act or law include any rules or regulations
                                                                                            promulgated thereunder, and any re-enactment,
9.27   The United States of America                                                         replacement, amendment or modification thereof in whole
       The United States of America means the United States of                              or part and whether before or after the date of this Policy.
       America, its territories and possessions, any state of the United
       States, and the District of Columbia.
10 SOLICITORS PROFESSIONAL INDEMNITY INSURANCE




Data Protection Act                                                          Customer Relations Contact Details:
All personal information supplied by you will be treated in confidence by    Customer Relations Office
the RSA Group of companies and will not be disclosed to any third            Royal & Sun Alliance Insurance plc
parties except where your consent has been received or where                 Bowling Mill
permitted by law. In order to provide you with products and services         Dean Clough Industrial Park
this information will be held in data systems of the RSA Group of            Halifax
companies or our agents or subcontractors.                                   HX3 5WA

The RSA Group of companies may pass your personal information to             Tel:      0800 1076160
other companies for processing on its behalf. Some of these companies        Fax:      01422 325146
may be based outside Europe in countries which may not have laws to          e-mail:   crt.halifax@uk.rsagroup.com
protect your personal information, but in all cases the Group will ensure
that it is kept securely and only used for the purposes for which you        What to do if you are still not satisfied
provided it. Details of the companies and countries involved can be          If you are still not satisfied, Royal & Sun Alliance Insurance plc is
provided to you on request.                                                  regulated by the Financial Services Authority whose arbitration service is
                                                                             the Financial Ombudsman Service and you may be able to refer your
                                                                             complaint to them.
Complaints Procedure
We aim to provide you with a first class service. If we have not delivered   Financial Ombudsman Service
the service that you expect or you are concerned with the service            South Quay Plaza
provided, we would like the opportunity to put things right.                 183 Marsh Wall
                                                                             London
Our complaints process                                                       E14 9SR
Initially please raise your concerns with your usual business contact.
If your complaint is not resolved or you are not happy with our              Tel:      0845 0801800
response and the course of action proposed, you can progress your            e-mail:   complaint.info@financial-ombudsman.org.uk
complaint to our Customer Relations Office.                                  web:      www.financial-ombudsman.org.uk

A separate investigation will then be carried out in an attempt to           Your rights
resolve your complaint and a final response issued. However if               Your rights as a customer to take legal action remain unaffected by the
resolution is not possible they will issue a response within 8 weeks of      existence or use of any complaints procedures referred to above.
your original complaint.                                                     However the Financial Ombudsman Service will not adjudicate on any
                                                                             cases where litigation has commenced.
Royal & Sun Alliance Insurance plc (No. 93792).
Registered in England & Wales at St Mark’s Court,
Chart Way, Horsham,West Sussex RH12 1XL.
Authorised and regulated by the Financial Services Authority.

UKC 00566J Primary Solicitors (US Exclusion)                    AUGUST 2008

				
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