日本财险PROFESSIONALINDEMNITYINSURANCEAPPLICABLETODESIGNANDCONSTRUCTIONENGINEERINGACTIVITIES

1、 日本财产保险（中国）有限公司This is a claims made Policy - no claim can be made against this Policy after the expiry date stated in the Schedule.This Policy is not a renewable contract.PROFESSIONAL INDEMNITY INSURANCEAPPLICABLE TO DESIGN AND CONSTRUCTION/ENGINEERING ACTIVITIESIn consideration of the Insured havi

2、ng made a written proposal to the insurance company stated in the Schedule (hereinafter referred to as "the Company") containing particulars and statements which are to be considered as incorporated in this policy, and having paid the premium stated in the Schedule, the Company will indemn

3、ify the Insured in accordance with and subject to the limitations, conditions and endorsements of this policy.INSURING CLAUSEIf, by reason of any negligent act, error or omission committed or allegedly committed after the retroactive date stated in the Schedule, in the conduct and execution of the P

4、rofessional Activities of the Insured in connection with a construction/engineering contract stated in the Schedule by the Professional Staff of the Insured or any Professional Party employed or engaged or previously employed or engaged by them, the Insured becomes legally liable to pay any sums ari

5、sing from any Claim first made against them and notified to the Company during the period of insurance stated in the Schedule, then the Company will indemnify the Insured subject to the limitations, terms, conditions and endorsements of this policy.If, during the period of insurance, the Insured sha

6、ll become aware of any circumstances which might subsequently give rise to a Claim under this policy and elect, during the period of insurance, to give written notice to the Company of such circumstances, then any such Claim which might subsequently arise out of such circumstances will be deemed to

7、have been made during the period of insurance.COSTS AND EXPENSESFURTHER, it is understood and agreed that the Company will pay, the costs and expenses incurred with the written consent of the Company in the defence, settlement or investigation of any Claim under Insuring Clause which exceeds the Exc

8、ess stated in the Schedule. Such payment shall form part of the Limit of Liability and are not additional thereto.LIMIT OF LIABILITY1.The maximum liability of the Company under this policy will not exceed the Limit of Indemnity stated in the Schedule in any one Claim and in the aggregate for all Cla

9、ims made against the Insured (including the Costs and Expenses incurred in the defence or settlement of the Claims pursuant to Insuring Clause). 2. All Claims made against the Insured shall, unless they arise from acts, errors or omissions that are different and totally unrelated, be regarded as one

10、 aggregated claim and/or loss or expense, and the Company's total liability under this policy for the aggregated claim and/or loss or expense (including the costs and expenses incurred in the defence or settlement of the aggregated claim) will not exceed the Limit of Indemnity.THE EXCESS1.In res

11、pect of each Claim made against the Insured, the amount of the Excess specified in the Schedule shall be borne by the Insured at their own risk and the Company shall only be liable to indemnify the Insured in excess of such amount.Should any Claim involve more than one act, error or omission then th

12、e Excess specified in the Schedule shall apply to each such act, error or omission separately. All causally connected or interrelated negligent acts, errors or omissions shall jointly constitute a single act, error or omission under this Policy.2.All the Costs and Expenses incurred by the Company (i

13、ncluding but not limited to the engagement of professional advisers considered necessary to adequately determine the liability of the Insured and to resolve the Claim to the satisfaction of the Company) shall be borne by the Insured provided that the total amount to be borne by the Insured in respec

14、t of any one act, error or omission shall be limited to the amount of the Excess specified in the Schedule.DEFINITIONS1.Insured means:(a)the company, corporation, statutory authority, association, legal entity, members of the partnership, or person(s) specified in the proposal form, declaration or u

15、nderwriting information being the basis of this contract providing that such definition includes their predecessor(s) in business; and(b)any person who is, becomes or ceases to be a principal, partner, director, controlling officer or employee of any entity specified in (a) above, but in each case s

16、olely in respect of work carried out for and on behalf of that entity.2.Claim or Claims means:(a)any writ, statement of claim, summons, application or other originating legal or arbitral process, cross claim, counter-claim or third or similar party notice issued against or served on the Insured for

17、compensation; or(b) the receipt by the Insured of any written demand for compensation made against the Insured.3.The Professional Activities of the Insured means preparation of the permanent record (whether written or electronic) of the design of the project/contract in accordance with the Written B

18、rief. Such record ordinarily comprises drawings, specifications, bills of quantities, method statements, calculations, model, feasibility studies, technical investigations and the like.4. Professional Staff, Professional Party, Professional Sub-contractor, Professional Consultant or External Design

19、Consultant means those qualified personnel (i.e. personnel with tertiary bachelor degrees in an appropriate construction design related discipline such as architecture or engineering; or personnel currently certified, licensed, registered or authorised under the relevant legislation or industry code

20、s of practice governing the relevant profession in construction/engineering industry) who form part of dedicated design team of the Insured .Professional Staff does not include site personnel other than a dedicated project manager.5.Betterment is defined as the additional material costs incurred fol

21、lowing under design of any part of a project/contract arising from any act, error or omission but is limited to the additional cost of materials which would have been included had the elements of under design been eliminated prior to the construction costing of the project/contract.6.Tender Process

22、means all activities involved in the preparation and submission of any tenders.7.Written Brief means the information provided to the Insured by the insureds client (i.e. the principal, property owner or the developer) describing the requirement of the project/contract. Such brief must also have been

23、 prepared to comply with the requirements of any relevant government authorities. EXCLUSIONS1.This policy will not indemnify the Insured against any Claim :(a)made against or incurred by them prior to the commencement of the period of insurance nor in respect of any claim(s) or circumstance(s) or lo

24、ss(es) or expense(s) notified under any previous policy, nor in respect of any claim(s) or circumstance(s) or loss(es) or expense(s)which might give rise to a Claim which was known to the Insured or was discovered by the Insured at or before the inception date of this insurance or which is stated on

25、 the proposal form, declaration or underwriting information being the basis of this insurance.(This exclusion relates to the act, error or omission from which the claim(s) or circumstance(s) or loss(es) or expense(s) known to the Insured arises, irrespective of how, or whether, that claim(s) or circ

26、umstance(s) or loss(es) or expense(s) is/are declared to the Company); or(b) arising from or relating to any failure or omission on the part of the Insured to effect or maintain insurance; or(c)arising directly or indirectly out of any act, error or omission committed within the territorial limit of

27、 United States of America and/or Canada, its territories or protectorates; or(d)in respect of any action for damages brought against the Insured in a court of law of the United States of America and/or Canada, its territories or protectorates, nor in respect of the enforcement of judgements, orders

28、or awards obtained in, or pursuant to, the laws of the United States of America and/or Canada, its territories or protectorates; or (e)arising from the ownership, use, occupation or leasing of property mobile and/or immobile by, to or on behalf of the Insured; or(f)in anyway connected with the insol

29、vency of the Insured; or(g)brought about or contributed to by the dishonest, fraudulent, criminal or malicious act of the Insured; or(h)comprising the Insureds corporate overhead charges of any description; or(i)damage or liability directly or indirectly occasioned by or happening through or in cons

30、equence of:(i)war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, rebellion, revolution, insurrection, civil commotion assuming the proportions of or amounting to an uprising, military or usurped power or confiscation or nationalisat

31、ion or requisition or destruction of or damage to property by or under the order of any government or public or local authority; or(ii)any act of terrorism.For the purpose of this exclusion an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat

32、thereof of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the intention to influence any government and/or to put the public, or any sect

33、ion of the public, in fear.This exclusion also excludes loss, damage, liability, cost or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to (a) and/or (b) above.If the

34、Company alleges that by reason of this exclusion, any loss, damage, liability, cost or expense is not covered by this insurance the burden of proving the contrary shall be upon the Insured.(j)damage or liability directly or indirectly occasioned by, or(i)caused by or arising from or in consequence o

35、f or contributed to by nuclear weapons materials, or(ii)arising from or in consequence of or contributed to by ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel. Combustion shall include any self- sustaining proce

36、ss of nuclear fission.(k)damage to property unless such loss or damage arose directly from an act, error or omission in respect of which indemnity is provided by this policy; or(l)arising from work in connection with any contracts undertaken by the Insured as construction contractors which do not in

37、volve the Professional Activities of the Insured; or(m)arising from day-to-day site administration and/or any design change which has not been approved by the Insureds Professional Staff; or (n)arising from faulty or poor construction workmanship of any kind; or faulty or defective materials used in

38、 the construction of the works; or(o)in respect of liability imposed upon the Insured pursuant to any express warranty, guarantee or contractual obligation (including liquidated damages, statutory penalties or convictions or penalty provisions of any kind) which increase the Insured's liability

39、beyond that applicable at the laws of The Peoples Republic of China; or(p) associated with Betterment; or(q) arising out of any Tender Process; or(r) arising in circumstances where the Insured has not been provided with a Written Brief; or(s) arising from untried and untested design used in the proj

40、ect/contract.2.This policy shall not apply to and does not cover any actual or alleged liability whatsoever for any claim or claims in respect of loss or losses directly or indirectly arising out of, resulting from or in consequence of asbestos in whatever form or quantity.3. The Company shall not b

41、e liable to indemnify the Insured against any claim or claims including costs and expenses brought about by or contributed to by or consequent upon or in any way arising out of any failure of any Computer (by whomsoever owned or operated) to recognise or respond to, correctly and effectively, any pa

42、rticular date or period of time (continuous or otherwise).“Computer” herein shall mean any computer or other electronic data processing device, equipment or system, any hardware, software, program, instruction, data or component utilised or intended to be utilised therein or thereby, or any actual o

43、r intended function of or process performed by any of the foregoing.4.This policy will not indemnify the Insured against any Claim made in respect of any goods manufactured, sold, designed, specified, formulated, constructed, installed, distributed, treated, serviced, altered, repaired or supplied b

44、y the Insured for: i) the cost of repairing and/or replacing such goods; and/or ii) bodily injury or damage to property which was caused by a defect in such goods.CONDITIONS1.The Insureds Duties(a)The Insured will, as a condition precedent to any coverage under this policy, give the Company immediat

45、e notice in writing of any Claim whether oral or in writing and will provide all information and assistance to the Company as it may reasonably require to enable it to investigate and defend any Claim and/or to enable the Company to determine its liability under the policy. Such information and assi

46、stance will include, but not be limited to, releasing or causing to be released to the Company any and all data and documents the Company may require to determine the existence or extent of the Companys obligations and asserting all rights of contribution or indemnification as against any and all ot

47、her culpable persons, entities or organisations.(b)The Insured shall not admit liability for or settle or make or promise any payment in respect of any Claim, which may be the subject of indemnity hereunder or incur any costs or expenses in connection therewith without the written consent of the Com

48、pany.(c)On notification of any Claim under the policy, the Company may appoint legal representatives to investigate the Claim, and/or assume, direct and control the conduct of the defence of any allegation contained in any such Claim. As a condition precedent to any coverage under this Policy, the I

49、nsured must provide all information and assistance to the legal representatives appointed by or on behalf of the Company in the conduct of such investigation or defence. If indemnity under the policy is subsequently denied, the Companys obligation to defend such claims will cease but the Insured agr

50、ees that the legal representatives appointed by or on behalf of the Company will continue to have a positive duty to the Company alone to advise and/or represent it on all matters pertaining to the Claim including, but not limited to, the Companys liability under the policy.(d)The Insured shall not

51、waive any right of recovery they may have against any third party in respect of matters the subject of this policy.(e)The Insured will, when instructed by the Company, pay promptly (or within the terms of any proposed settlement) any amount payable by them under this policy provided the amount is wi

52、thin the Excess stated in the Schedule. Any failure or refusal by the Insured to make such payment will entitle the Company to deduct such amount from any amount(s) required to settle any Claim, judgement, order, or any other payment to be made by the Company under this policy.2.Defence and Settleme

53、nt(a)The Company will be entitled to take over and conduct, in the name of the Insured, the defence or settlement of any Claim.(b)The Insured will not be required to contest any legal proceedings unless a Senior Counsel (to be mutually agreed upon by the Insured and the Company) advises that such pr

54、oceedings should be contested.(c)In the event that the Company elect to settle any Claim, the Company may discharge its total liability under this policy by paying the then available Limit of Indemnity to the Insured.(d)In the event that the Insured wishes to continue to contest any Claim which, in

55、the opinion of the Company should be settled, then, with the consent of the Company, the Insured may so elect, provided that the Company's liability in respect of any such Claim shall not exceed the amount for which, but for such election, the Claim could have been settled, together with costs a

56、nd expenses payable in accordance with this policy and incurred up to the date of such election.(e)The Company may, if it believes that any Claim will not exceed the Excess stated in the Schedule, instruct the Insured to conduct the defence of the Claim, keeping the Company advised of developments a

57、s they occur. In these circumstances the Company will reimburse the Insured for all reasonable defence costs in the event that any payment made to dispose of the Claim by way of damages exceeds the Excess stated in the Schedule. 3.SubrogationIt is a condition precedent to the Insured's right to

58、be indemnified under this policy that the Company will be entitled to claim indemnity or contribution at any time in the name of the Insured from any party against whom the Insured may have (or had) such rights.4.Other InsuranceIf at any time indemnity is granted under this policy, the Insured is or would be but for the existence of this policy entitled to indemnity under any other pol