Allstate Forefront Management Liability Policy


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Allstate Forefront Management Liability Policy

This Product Disclosure Statement (PDS) was prepared on 01 November 2016 and tells you about this Farm Insurance cover to help you decide if this cover is right for you.
Any advice provided is general only and does not take into account your individual circumstances. You should carefully read this document as well as other documentation provided to you such as your Insurance Certificate. Keep them in a safe place for future reference.

Contents

DUTY OF DISCLOSURE

4

Your Duty of Disclosure

4

What you do not need to tell us

4

If you do not tell us something

4

GENERAL TERMS AND CONDITIONS DECLARATIONS

5

General Terms and Conditions Endorsement(s)

6

General Terms and Conditions Wording

7

1. Terms and Conditions

7

2. General Definitions

7

3. Territory, Choice of Law and Jurisdiction

9

4. Bilateral Extended Reporting Period

9

5. Limit of Liability

9

6. Deductible Amount

10

7. Reporting

10

8. Notice

11

9. Defence

11

10. Allocation

11

11. Acquisition or Creation of Another Organisation

12

12. Cessation of Subsidiaries

12

13. Conversion of Coverage

12

14. Non-Avoidance

13

15. Valuation and Foreign Currency

13

16. Subrogation

13

17. Recoveries

13

18. Authorisation

13

19. Alteration and Assignment

14

20. Termination of Policy

14

21. Bankruptcy

14

22. Policy Construction

14

23. Other Insurance

14

24. Conformance with Local Laws

14

25. G.S.T - Basis of Settlement

14

26. Confidentiality

15

27. Continuity of Cover

15

DIRECTORS AND OFFICERS LIABILITY COVERAGE SECTION 16

Directors and Officers Liability Coverage Section Endorsement(s) 18

Directors and Officers Liability Coverage Section Wording

19

1. Insuring Clauses

19

2. Extensions

19

3. Definitions

21

4. Exclusions

25

5. Conditions

27

EMPLOYMENT PRACTICES LIABILITY COVERAGE SECTION

28

Employment Practices Liability Coverage Section Endorsement(s) 29

Employment Practices Liability Coverage Section Wording

30

1. Insuring Clauses

30

2. Extension

30

3. Definitions

30

4. Exclusions

33

5. Conditions

34

CRIME COVERAGE SECTION

35

Crime Coverage Section Endorsement(s)

36

Crime Coverage Section Wording

37

1. Insuring Clauses

37

2. Definitions

38

3. Exclusions

40

4. Conditions

42

STATUTORY LIABILITY COVERAGE SECTION

44

Statutory Liability Coverage Section Endorsement(s)

45

Statutory Liability Coverage Section Wording

46

1. Insuring Clause

46

2. Extension

46

3. Definitions

46

4. Exclusions

46

5. Condition

47

KIDNAP, RANSOM AND EXTORTION COVERAGE SECTION

48

Kidnap, Ransom and Extortion Coverage Section Endorsement(s) 49

Kidnap, Ransom and Extortion Coverage Section Wording

50

1. Insuring Clauses

50

2. Definitions

50

3. Exclusions

53

4. Conditions

54

CYBER COVERAGE SECTION

57

Cyber Coverage Section Endorsement(s)

58

Cyber Coverage Section Wording

59

1. Insuring Clauses

59

2. Extensions

59

3. Definitions

59

4. Exclusions

64

5. Conditions

66

PRIVACY STATEMENT

67

Personal Information Handling Practices

67

General Insurance Code of Practice

67

Complaints and Dispute Resolution

68

NOTES

70

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DUTY OF DISCLOSURE Your Duty of Disclosure
Before you enter into an insurance contract, you have a duty to tell us anything that you know, or could reasonably be expected to know, may affect our decision to insure you and on what terms. You have this duty until we agree to insure you. You have the same duty before you renew, extend, vary or reinstate an insurance contract. What you do not need to tell us You do not need to tell us anything that: – reduces the risk we insure you for; or – is common knowledge; or – we know or should know as an insurer; or – we waive your duty to tell us about. If you do not tell us something If you do not tell us anything you are required to, we may cancel your contract or reduce the amount we will pay you if you make a claim, or both. If your failure to tell us is fraudulent, we may refuse to pay a claim and treat the contract as if it never existed.
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FOREFRONT PORTFOLIO INSURANCE POLICY - GENERAL TERMS AND CONDITIONS DECLARATIONS
Policy Number:

No Item 1.

Title
Company Principal Address

Description
Principal Address

Item 2.

Policy Period

From: at 4:00 PM L.S.T
To: at 4:00 PM L.S.T
Both days inclusive. L.S.T (Local Standard Time) means the time applicable on the relevant date at the Principal Address.

Item 3.

Combined Maximum Aggregate Limit of Liability for the Liability Coverage Sections

Yes: Combined Maximum Aggregate Limit of Liability for the Liability Coverage Sections: $
No: Combined Maximum Aggregate Limit of Liability for the Liability Coverage Sections

Item 4.

Coverage Section(s)

Coverage is only available for the following if indicated by : Directors and Officers Liability Coverage Section Employment Practices Liability Coverage Section Crime Coverage Section Statutory Liability Coverage Section Kidnap, Ransom and Extortion Coverage Section Cyber Coverage Section

Item 5.

Extended Reporting Period

(a) 100% of annual premium for an additional 365 days; or (b) Nil additional premium for 90 days.

Item 6.

Endorsement(s) Effective at Inception



Signed for and on behalf of Chubb Insurance Australia Limited
Date

Authorised Employee

5 Allstate Forefront Management Liability Policy

FOREFRONT PORTFOLIO INSURANCE POLICY - GENERAL TERMS AND CONDITIONS ENDORSEMENT(S)

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FOREFRONT PORTFOLIO INSURANCE POLICY GENERAL TERMS AND CONDITIONS WORDING
In consideration of payment of the premium and subject to the terms and conditions of this Policy, the Insurer and the Insured agree as follows:
1. Terms and Conditions
1.1. Except for these General Terms and Conditions or unless stated to the contrary in any Coverage Section, the terms and conditions of each Coverage Section apply only to that Coverage Section. The General Definitions apply to all Coverage Sections in addition to any specific definitions that may apply in each Coverage Section. If any provision in these General Terms and Conditions is inconsistent or in conflict with the terms and conditions of any Coverage Section, the terms and conditions of such Coverage Section shall control for purposes of that Coverage Section. Any words in bold print in these General Terms and Conditions not defined herein shall have the meaning ascribed in the Definitions section of the relevant Coverage Section.
2. General Definitions
2.1. Bail Bond and Civil Bond Expenses means the reasonable premium (not including collateral) for a bond or other financial instrument to guarantee an Insured Person’s contingent obligation for bail required by a court in respect of any Claim including the premium paid for appeal, attachment or similar bond.
2.2. Claim shall have the meaning ascribed to that term in the relevant Liability Coverage Section.
2.3. Company means the organisation shown in Item 1. of the Declarations.
2.4. Coverage Event means the event or loss which must occur, be sustained or discovered in order to invoke coverage under each Non-Liability Coverage Section.
2.5. Coverage Section means the Liability Coverage Sections and the Non-Liability Coverage Sections or any one of them as appropriate.
2.6. Defence Costs shall have the meaning ascribed to that term in the relevant Liability Coverage Section.
2.7. Director means any person who:
a. is appointed to the position of a director; or is appointed to the position of an alternate director and is acting in that capacity; regardless of the name that is given to their position;
b. is not validly appointed as a director if they act in the position of a director; or the directors of the company are accustomed to act in accordance with

such person’s instructions or wishes (excluding advice given by the person in the performance of functions attaching to his professional capacity or his business relationship with the directors of a corporation).
Director shall include any equivalent position in any jurisdiction.
2.8. Domestic Partner means natural person qualifying as a domestic partner or de facto partner of, or being in a similar relationship to, an Insured Person under the provisions of any applicable law or under the provisions of any formal program established by an Organisation.
2.9. Event means:
a. the Company merging into or consolidating with another organisation such that the Company becomes a subsidiary of the other organisation;
b. another organisation acquiring the business or assets of the Company; or
c. another organisation or person or group of organisations or persons acting in concert, acquiring control of the composition of the Company’s board, being in a position to cast, or control the casting of more than fifty percent (50%) of the maximum number of votes that might be cast at a general meeting of the Company or holding more than fifty percent (50%) of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).
2.10. External Administrator means any liquidator, receiver, receiver and manager, administrator, controller or holder of similar office or position in any jurisdiction whether appointed under the provisions of Part 5 of the Corporations Act 2001 (Cth) or any other law anywhere in the world or pursuant to the provisions of any contract or other instrument.
2.11. Financial Impairment means the insolvency, liquidation, bankruptcy, winding-up, receivership or administration of the Organisation or its actual or alleged inability to meet any or all of its debts as and when they fall due.
2.12. Insured shall have the meaning ascribed to that term in each Coverage Section.
2.13. Insured Person shall have the meaning ascribed to that term in each Coverage Section. Solely with respect to any Liability Coverage Section, coverage for an Insured Person shall also include:
a. the lawful spouse or Domestic Partner of an Insured Person, solely by reason of such person’s status as a spouse or Domestic Partner or such spouse’s or Domestic Partner’s ownership interest in property which the claimant seeks as recovery for an alleged

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Wrongful Act of such Insured Person; or
b. the estate, heirs, legal representatives or assigns of an Insured Person who is deceased or against the legal representatives or assigns of an Insured Person who is under a legal disability by reason of mental incapacity or is insolvent or bankrupt.
All provisions of the relevant Liability Coverage Section, including without limitation the Deductible Amounts, that are applicable to Loss incurred by the Insured Person shall also apply to loss incurred by the estate, heirs, legal representatives, assigns, spouse and/or Domestic Partner of such Insured Person. The coverage provided by this extension shall not apply with respect to any loss arising from an act or omission by an Insured Person’s estate, heirs, legal representatives, assigns, spouse or Domestic Partner.
2.14. Insurer means Chubb Insurance Australia Limited (ABN: 23 001 642 020 AFSL: 239687).
2.15. Liability Coverage Section means the Directors and Officers Liability, Employment Practices Liability, Statutory Liability and the Privacy Liability Coverage, Network Security Liability Coverage and Internet Liability Coverage Insuring Clauses of the Cyber Coverage Section of this Policy, if purchased, as shown in Item 4. of the Declarations.
2.16. Loss:
a. with respect to any Liability Coverage Section: shall have the meaning ascribed to that term in such Coverage Section; or
b. with respect to any Non-Liability Coverage Section: means the total amount covered under such Coverage Section as a result of any Coverage Event.
2.17. Non-Liability Coverage Section means the Crime, Kidnap, Ransom and Extortion and the Data Asset Loss Coverage, Cyber Extortion Coverage Insuring Clauses and Incident Response Expenses of the Cyber Coverage Section of this Policy, if purchased, as shown in Item 4. of the Declarations.
2.18. Officer means any:
a. company secretary;
b. person:
i. who makes, or participates in making decisions that affect the whole or a substantial part of the business of a corporation;
ii. who has the capacity to affect significantly a corporation’s financial standing;
iii. in accordance with whose instructions or wishes the directors of a corporation are accustomed to act (excluding advice given by the person in the performance of functions attaching to his professional capacity or his business relationship with the directors of a corporation).

Officer shall include any equivalent position in any jurisdiction.

2.19. Organisation means, collectively, the Company and any Subsidiary, or any one of them.

2.20. Policy means:

a. this document;

b. any endorsement attaching to and forming part of this document either at the commencement of the Policy Period or during the Policy Period; and

c. the Declarations of the General Terms and Conditions and the Schedules of each Coverage Section.

2.21. Policy Period means the period of time shown in Item 2. of the Declarations, subject to any prior termination in accordance with Section 20. (Termination of Policy).

2.22. Pollutants means any solids, liquids, gaseous or thermal irritants or contaminants including smoke, vapour, soot, fumes, acids, alkalis, chemicals, asbestos products or waste. Waste includes materials to be recycled, reconditioned or reclaimed.

2.23.

Pollution means any actual, alleged or threatened exposure to, or generation, storage, transportation, discharge, emission, release, escape, treatment, removal or disposal of any Pollutants; or any regulation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify or neutralise Pollutants, or any action taken in contemplation or anticipation of any such regulation, order, direction or request, including but not limited to any claim for loss to an Organisation or an Outside Entity, the holders of its securities or its creditors based upon, arising from, or attributable to the matters described above.

2.24.

Proposal means all proposals, including attachments and materials incorporated therein, submitted by, or information disclosed by the Insureds to the Insurer for this Policy or any policy issued by the Insurer of which this Policy is a direct or indirect renewal or replacement. All such proposals, attachments and materials are deemed attached to, incorporated into and made a part of this Policy.

2.25. Related Claims means:

a. with respect to the Liability Coverage Sections: all Claims based upon, arising from or attributable to the one originating source or cause or the same underlying source or cause, regardless of whether such Claims or other matters giving rise to a claim under this Policy involve the same or different claimants, Insureds, events, or legal causes of action. All such Claims will be treated as if first made at the time of the notification of the earliest Claim to the Insurer;

b. with respect to the Non-Liability Coverage Sections: all direct losses based upon, arising from or attributable to the one originating source or cause or

8 Allstate Forefront Management Liability Policy

the same underlying source or cause, regardless of whether such losses or other matters giving rise to a claim under this Policy involve the same or different claimants, Insureds or events. All such losses will be treated as if first made at the time of the notification of the earliest loss to the Insurer.
Notwithstanding the above, with regard to the Cyber Coverage Section, Related Claims means all Single Claims. A Single Claim shall attach to the Policy, only if the notice of the first Claim, Regulatory Proceeding or other matter giving rise to a claim, that became such Single Claim, was notified to the Insurer during the Policy Period.
2.26. Subsidiary means:
a. with respect to the Liability Coverage Sections: at the time of the occurrence of a Wrongful Act, or the commencement of a Formal Investigation, any organisation in which one or more Organisations:
i. control the composition of the organisation’s board;
ii. is in a position to cast, or control the casting of, more than fifty percent (50%) of the maximum number of votes that might be cast at a general meeting of the organisation; or
iii. holds more than fifty percent (50%) of the issued share capital of the organisation (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).
Subsidiary shall include any incorporated joint venture or company over which an Organisation exercises effective management control.
b. with respect to the Non-Liability Coverage Sections: Subsidiary shall have the meaning ascribed to that term in each Coverage Section.
2.27. Superannuation Fund means any superannuation fund established by an Insured for the sole benefit of employees of such Insured.
2.28. U.S.A means the United States of America and any territory under its jurisdiction.
3. Territory, Choice of Law and Jurisdiction
Other than with respect to the Statutory Liability Coverage Section, coverage shall extend anywhere in the world.
The Insurer will not provide cover, be liable to pay any claim or provide any benefit if to do so would expose the Insurer (or any parent company, direct or indirect holding company of the Insurer) to any penalty or restriction (including extraterritorial or restrictions so far as such do not contradict laws applicable to the Insurer), arising out of any trade and economic sanctions laws or regulations which are applicable to it.

The construction and enforcement of the provisions of this Policy shall be determined in accordance with and governed by the law of Australia. Except as provided for in Section 10. (Allocation), any disputes relating to the construction and enforcement of the provisions of this Policy shall be submitted to the exclusive jurisdiction of the Australian courts.
4. Bilateral Extended Reporting Period
If any Liability Coverage Section is terminated or not renewed by either the Insurer or the Company for any reason, other than non-payment of premium, and provided no Event has occurred, the Company and the Insured Persons shall have the right:
a. upon payment of the additional premium shown in Item 5.(a) of the Declarations, to an Extended Reporting Period of three hundred and sixty-five (365) days from the expiry date of the Policy Period within which to report any Claims first made during such three hundred and sixty-five (365) day period; or
b. if the three hundred and sixty-five (365) day Extended Reporting Period is not purchased, to an Extended Reporting Period of ninety (90) days within which to report any Claims that are first made during such ninety (90) day period. There is no additional premium payable for such ninety (90) day Extended Reporting Period,
but only to the extent such Claims are for Wrongful Acts occurring prior to, and Formal Investigations into conduct occurring prior to, the effective date of termination or nonrenewal.
The right to an Extended Reporting Period of three hundred and sixty-five (365) days shall lapse unless written notice of such election, together with payment of the additional premium due, is received by the Insurer within thirty (30) days following the effective date of termination or non-renewal.
If an Extended Reporting Period is elected then it cannot be cancelled by the Insured or the Insurer.
If the three hundred and sixty-five (365) day Extended Reporting Period is purchased then the entire premium shown in Item 5.(a) of the Declarations shall be deemed fully earned at the inception of such Extended ReportingPeriod.
Any Claim made during the Extended Reporting Period shall be deemed to have been made during the immediately preceding Policy Period.
5. Limit of Liability
a. Solely with respect to all Liability Coverage Sections:
i. The Insurer’s maximum liability for all Loss under the applicable Liability Coverage Section on account of any Claim first made during the

9 Allstate Forefront Management Liability Policy

same Policy Period shall be the Limit of Liability shown in the Schedule of the applicable Liability Coverage Section. If a Loss is covered under more than one Liability Coverage Section, then the Limit of Liability for all Loss shown in the Schedule of the applicable Liability Coverage Section shall apply to such Loss, subject to paragraph (ii) below.
ii. If the Combined Maximum Aggregate Limit of Liability for the Liability Coverage Sections shown in Item 3. of the Declarations is elected, the Insurer’s maximum liability for all Loss under all Liability Coverage Sections on account of all Claims first made during the same Policy Period, whether covered under one or more Liability Coverage Sections, shall be the Combined Maximum Aggregate Limit of Liability for each Policy Period shown in Item 3. of the Declarations.
iii. If the Combined Maximum Aggregate Limit of Liability for the Liability Coverage Sections shown in Item 3. of the Declarations is not elected, the Insurer’s maximum liability for all Loss under each Liability Coverage Section on account of all Claims first made during the same Policy Period, whether covered under one or more Liability Coverage Sections, shall be the Limit of Liability shown in the Schedule of each applicable Liability Coverage Section.
iv. Defence Costs are part of and not in addition to the applicable maximum Limit of Liability as shown in the Schedule of each applicable Liability Coverage Section; the payment by the Insurer of Defence Costs erodes such Limits of Liability.
v. All Related Claims shall be treated as a single Claim made when the earliest of such Related Claims was first made, or when the earliest of such Related Claims is treated as having been made in accordance with Section 7. (Reporting), paragraphs (a)(ii) and (a)(iii), regardless of whether such date is before or during the Policy Period.
vi. All Related Claims arising from Loss as defined in the Statutory Liability Coverage Section and Regulatory Fines as shown in Item 2.(ii) of the Cyber Coverage Section, shall reduce the Limit of Liability shown in Item 1. of the Schedule of the Statutory Liability Coverage Section.
b. Solely with respect to each Non-Liability Coverage Section: the Insurer’s maximum liability shall be the respective Limits of Liability shown in the Schedule of each applicable Non-Liability Coverage Section.
6. Deductible Amount

The Insurer’s liability under this Policy shall apply only to that part of each Loss or Coverage Event which is in excess of the applicable Deductible Amount shown in the Schedule of each applicable Liability Coverage Section or Non-Liability Coverage Section and such Deductible Amount shall be borne by the Insureds uninsured and at their own risk.
If a single Loss is covered by more than one Coverage Section and if more than one Deductible Amount applies to such Loss, the applicable Deductible Amounts shall be applied separately to each Loss but the sum of such Deductible Amounts shall not exceed the largest applicable Deductible Amount.
7. Reporting
a. Solely with respect to any Liability Coverage Section:
i. The Insureds shall give to the Insurer written notice of any Claim as soon as practicable and, in any event, no later than the expiration of any Extended Reporting Period, if granted by the Insurer.
ii. If during the Policy Period, or any applicable Extended Reporting Period, if granted, an Insured becomes aware of circumstances which could give rise to a Claim and gives written notice of such circumstances to the Insurer, then any Claim subsequently arising from such circumstances shall be considered to have been made during the Policy Period or Extended Reporting Period in which the circumstances were first reported to the Insurer.
iii. Each Insured shall give to the Insurer such information and co-operation as it may reasonably require, including but not limited to a description of the Claim, Potential Employment Claim or potential Third Party Claim or circumstances, the nature of the alleged Wrongful Act, the nature of the alleged or potential loss, the names of actual or potential claimants, and the manner in which such Insured first became aware of the Claim or circumstances.
iv. Solely with respect to Crisis Expenses, the Insured shall give to the Insurer written notice of any event for which Crisis Expenses may be incurred as soon as practicable. Such notice shall include a description of the event. The Insurer and its employees and representatives shall maintain as confidential and shall not disclose such information or otherwise use such information except as required in the Insurer’s ordinary course of business.
b. Solely with respect to the Employment Practices Liability Coverage Section: if during the Policy Period any Insured:
i. becomes aware of a Potential Employment

10 Allstate Forefront Management Liability Policy

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Allstate Forefront Management Liability Policy