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ARGOGLOBAL PROFESSIONAL LIABILITY INSURANCE SCHEDULE NOTICE: THIS IS A CLAIMS MADE POLICY WHICH APPLIES ONLY TO CLAIMS FOR WRONGFUL ACTS FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD OR, IF APPLICABLE, THE EXTENDED REPORTING PERIOD. THE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES OR SETTLEMENTS WILL BE REDUCED, AND MAY BE EXHAUSTED, BY THE PAYMENT OF DEFENCE COSTS. DEFENCE COSTS WILL BE APPLIED AGAINST THE RETENTION. THE INSURER HAS NO DUTY UNDER THE POLICY TO DEFEND ANY INSURED. Argo_PI_en_06/2015 Policy Number: ARGP00000934 POLICYHOLDER: Järelpinge Inseneribüroo OÜ PRINCIPAL ADDRESS: Liivaoja 6-ÄP1, 10115 Tallinn, Estonia BUSINESS SERVICES: Constructional engineering and consulting SUM INSURED: EUR 1.000.000 DEDUCTIBLE: EUR 10.000 TERRITORIAL LIMITS: Worldwide excluding the United States of America and Canada PREMIUM: EUR 5.000 CONDITIONS: As per attached wording RETROACTIVE DATE: 14.12.2013 PERIOD OF INSURANCE: From: 14.12.2019; 00:00h To: 14.12.2020; 00:00h Local Standard Time at the Principal Address of the Insured stated above EXTENDED REPORTING PERIOD: 60 months CONTINUITY DATE: 14.12.2015 ENDORSEMENTS: none ArgoGlobal SE T +356 20106453 ArgoGlobal SE is authorised by the Malta Dragonara Road, Aragon House Financial Services Authority to carry on St. Julian’s, STJ 3140 General Insurance Business under the Malta www.argoglobalse.com Insurance Business Act, 1998; Reg.-N.: SE 2  For the Policyholder: For the Insurer: For confirmation of the agreement on and execution of this Policy based on the Schedule signed below and on the General Terms and Conditions attached hereto, which were sent to and received by the Policyholder: Stamp and signature of the Legal Stamp and signature of the Legal representative of the Policyholder representative of the Insurer On _______________ On 10/12/2019 At _______________ At St. Julian’s, Malta Argo_PI_en_06/2015  Contents 1 Our agreement in general 2 2 Insured section – 3 Professional Cover Liability 3 General exclusions 6 4 Duties in the event of a claim or 11 potential claim 5 General terms and conditions 14 6 General definitions and 19 interpretation 7 Complaints 26 ArgoGlobal SE T +356 20106453 ArgoGlobal SE is authorised by the Malta Dragonara Road, Aragon House Financial Services Authority to carry on St. Julian’s, STJ 3140 General Insurance Business under the Malta www.argoglobalse.com Insurance Business Act, 1998; Reg.-N.: SE 2 1 Our agreement in general 1.1 Parties to this agreement This policy is between the insured and the insurer as declared in the schedule. This document, together with its schedule and any attached endorsements is the policy which sets out this insurance. It is a legal contract so please read all of it carefully. 1.2 Words in bold Words in bold typeface used in this policy document, other than in the headings, have specific meanings attached to them as set out in the General definitions and interpretation section of this document. 1.3 Policy structure 1.3.1 The insured sections set out the scope of main coverage and the circumstances in which the insurer’s liability to the insured is limited or may be excluded. Further, each insured section sets out other terms and conditions. The cover by each insured section is only operative if stated as ‘insured’ in the schedule. Where any schedule heading or sub-heading states ‘n/a’, ‘not applicable’ or ‘not insured’ then no cover applies for that item. 1.3.2 The exclusions set out limitations that apply. 1.3.3 The following general terms apply to all insured sections, clauses and endorsements: a) claims handling terms and conditions; b) general terms and conditions; c) general definitions; d) complaints. 1.4 Period of insurance and premium 1.4.1 The policy will provide insurance as described herein for the period of insurance provided the premium and other charges are paid to and accepted by the insurer on or before the payment date shown in the schedule. Taxes, levies and other relevant fiscal charges are payable in addition to the premium. 1.4.2 The premium is deemed paid and accepted on receipt by the insurer or the broker appointed to place this insurance with the insurer. 1.4.3 If any premium (including a premium installment) is not paid and accepted by the insurer on or before its payment date shown in the schedule, the insurer can give written notice to the insured at its address shown on the schedule, cancelling the policy with effect from the seventh (7th) day after the notice has been served but that cancellation will be prevented from taking effect and the policy will continue if the late premium installment and any other remaining premium installments are paid and accepted before the Page 2 of 26 Argo_PI_en_06/2015 cancellation takes effect. Without prejudice to other forms of service, notice of cancellation is deemed to be served on the third (3rd) day after being posted if sent by pre-paid letter post properly addressed. 2. Insured section - Professional Liability Cover 2.1 Professional liability cover The insurer agrees to indemnify the insured and pay compensatory damages, including any related injunction or restraining order costs and claimant costs recoverable from the insured, from any claim first made against the insured and arising out of the insured’s performance of business services and multimedia activities, during the period of insurance, and where the claim arises out of any actual or alleged: a) breach of contract; b) failure to protect against unauthorized access to, unauthorized use of, a denial of service attack against, or transmission, corrupting or harmful software code to, information and communication assets; c) transmission of a computer virus; d) form of defamation or other tort related to disparagement of character, reputation or feelings of any person or organization, including libel, slander, product disparagement, trade libel, infliction of emotional distress, malicious falsehood, outrage or outrageous conduct, breach of comparative advertising regulations, failure to attribute authorship or provide credit under any agreement to which the insured is a party; e) any form of invasion, infringement or interference with rights of privacy or publicity, including false light, public disclosure of private facts, intrusion, breach of confidence and commercial appropriation of name or likeness; f) misuse of any information which is either confidential or subject to statutory restrictions on its use and for the loss, damage, distortion, erasure or destruction of any documents, digitised data, microcode or information stored in written, machine- readable or any other form; g) infringement of intellectual property rights including but not limited to copyright, design (including in respect of semiconductor topographies), title, slogan, trade secret, trademark, trade name, trade dress, service mark, service name or domain name, breach of moral rights, passing off, plagiarism, piracy or misappropriation of ideas under implied contract, including a breach of a hold harmless or indemnity agreement specified in a written contract for the supply of technology products, technology services or matter; h) breach of professional duty, negligent act, negligent error, negligent omission, negligent misstatement or negligent misrepresentation; i) civil liability not included above. Page 3 of 26 Argo_PI_en_06/2015 2.2 Additional professional liability costs and expenses 2.2.1 Court attendance compensation The insurer will pay compensation to the insured, with the prior written consent (such consent not to be unreasonably withheld) of the insurer, in the event that the legal advisers acting on behalf of the insured require any insured, any employee or any other relevant party (not including expert witnesses), to attend court or any arbitration or adjudication hearing as a witness of fact in connection with a claim made against the insured for which cover is afforded under this policy, at the following rates for each day or part thereof on which attendance is required: a) any principal partner, member or director of the insured EUR 1.000; b) any employee EUR 500; c) other relevant party up to EUR 500. 2.2.2 Defence costs Following any event which is or may be the subject of indemnity under this insured section the insurer agrees to indemnify the insured for defence costs, incurred with the written consent of the insurer provided that if the limit of indemnity under clause 2.1 is exhausted by the payment or settlement of any claim or loss the insurer’s liability to pay defence costs in respect of that claim or loss shall be limited to such proportion of those defence costs as the limit of indemnity available for payment or settlement of that claim or loss bears to the total payment (including where applicable claimants' costs) required to dispose of that claim or loss. 2.3 Professional liability cover - extensions 2.3.1 Acquisitions and creations a) Where the insured creates or acquires a company or companies subsequent to inception and the turnover relating to all such created or acquired companies does not exceed ten percent (10%) of the estimated turnover of the companies covered under this policy at inception (less the turnover for companies sold during the period of insurance), then this policy shall include as an insured any such company created or acquired automatically from the date of creation or acquisition without additional premium provided that: i) the business services carried out by such company is similar to that of the insured; and ii) prior to the acquisition the acquired company’s directors or officers shall not have notified or be aware of any professional liability claims or circumstances; and iii) the retroactive date applicable to the business services of the new entity is deemed to be the date of acquisition; iv) the insured controls the composition of the board of directors; or v) the insured controls more than half the voting power at a general meeting of shareholders; or Page 4 of 26 Argo_PI_en_06/2015 vi) the insured holds more than half of the issued share capital (regardless of class of share). b) Where the insured creates or acquires a company or companies subsequent to inception and the turnover relating to all such created or acquired companies exceeds ten percent (10%) of the estimated turnover of the companies covered under this policy at inception (less the turnover for companies sold during the period of insurance), then this policy shall include as an insured any such company created or acquired automatically from the date of creation or acquisition provided that: vii) the terms stated in clause 2.3.1 a) i), to vi) above also apply to such created or acquired companies; viii) the insured notifies the insurer as soon as is reasonably practicable of the creation or acquisition; ix) the insured accepts the revised premium and or terms applying to each and every such creation and or acquisition; x) all insurance in respect of such created or acquired entities will terminate thirty (30) days following creation or acquisition if terms cannot be agreed between the insured and the insurer. 2.3.2 Dishonesty of employees The insurer will indemnify the insured, up to the sub-limit of EUR 100.000 against all sums which the insured shall become legally liable to pay as a result of any claim against the insured during the period of insurance when alleged in conjunction with a claim covered under the insured section arising directly or indirectly from any dishonest, fraudulent, malicious or criminal act or omission of any of the insured’s employees excluding partners, directors or principals, but the insurance by this policy excludes any indemnity to the insured’s employee committing or colluding in the dishonest act, fraud, malicious or illegal act or omission. 2.3.3 Public relations and crisis management services Following a claim under this insured section, the insurer will pay all reasonable costs which the insured incurs with the insurers written consent for a public relations and/or crisis management consultant to avert or mitigate any material damage to any of the insured’s brands and business operations; provided that: a) the insurer’s maximum liability not exceed the sub-limit of indemnity stated in the schedule which amount is the maximum payable any one claim and in the aggregate during the period of insurance; b) the public relations and/or crisis management consultants shall be chosen by the insurer who shall take into account the nature of the claim or loss and the cost and quality of the services that they can deliver, unless the insured has reasonable cause to request a different public relations consultancy and the insurer and insured mutually agree upon such a company. Insurer’s total aggregate liability under this Cover Extension shall not exceed the Sub-Limit of EUR 50.000, such amount being part of and not in addition to the Limit of Liability. 2.3.4 Supplementary extended reporting period Page 5 of 26 Argo_PI_en_06/2015 Supplementary extended reporting periods are available for periods of one (1) year, two (2) years or three (3) years subject to the following conditions and providing the insured pays the additional premium. The insurer undertakes to offer cover on request and at a premium not exceeding: Extended reporting period % of Annual Premium • 1 Year: 100% • 2 Years: 125% • 3 Years: 150% Conditions: The supplementary extended reporting period is not available: a) if this policy is cancelled by the insurer or the insurer fails to offer renewal because of the insured’s failure to pay the premium of comply with section 4 of the policy; b) for claims arising from the performance of business services taking place after the effective date of such cancellation or failure to offer renewal by the insurer c) where the insured purchases another claims made insurance policy covering negligent acts, errors or omission with a retroactive date later than that on the policy d) before the basic extended reporting period, set forth in clause 4.1.2, ends; e) where the insured does not give the insurer a written request and pay the additional premium for the supplemental extended reporting period within thirty (30) days after the end of the period of insurance. The entire premium for the supplemental extended reporting period shall be deemed fully earned and non- refundable at the commencement of the supplemental extended reporting period. 3. General exclusions This insured section excludes and does not cover: 3.1.1 Aircraft, watercraft, vehicles or buildings any claim, liability, loss or defence costs arising directly or indirectly from: a) the ownership, possession or use by or on behalf of the insured of any aircraft, watercraft or mechanically propelled vehicle; b) the ownership or possession by or on behalf of the insured of any buildings, structures, premises, land or property (mobile or immobile) or that part of any building leased, occupied or rented by the insured. 3.1.2 Asbestos any claim, alleged claim, liability, loss or defence costs directly or indirectly arising out of resulting from or in consequence of or in any way involving asbestos or any materials containing asbestos in whatever form or quantity. Page 6 of 26 Argo_PI_en_06/2015 3.1.3 Associated company any claim, liability, loss or defence costs brought or maintained by or on behalf of: a) any insured or any parent of the insured or any subsidiary; or b) any firm, partnership or entity in which the insured or any director or partner of the insured has a financial or executive interest; provided that this exclusion shall not apply to such claims originating from an independent third party. 3.1.4 Bodily injury and property damage any Claim arising out of: a) any liability for death, Bodily Injury, disease or sickness sustained by any person and/or b) for any loss of or damage to property other than in connection with Professional Services which have been or are being performed, undertaken or provided by or on behalf of the Insured. c) Property damage to any property that is owned, leased to, rented by or otherwise in the care, custody or control of the Insured. This Exclusion shall not apply to Defence Costs up to the Sub-Limit of EUR 100.000. 3.1.5 Deliberate or reckless acts any claim, liability, loss or defence costs directly or indirectly arising out of any deliberate or reckless acts committed by the insured. 3.1.6 Existing claims or circumstance any claim: a) made, threatened or intimated against the insured prior to the period of insurance; b) directly or indirectly arising out of, or in any way involving any fact or circumstance: i) of which written notice has been given under any previous policy (whether insured by the insurer or not); or ii) of which the insured first became aware prior to the period of insurance and which the insured knew or ought reasonably to have known had the potential to give rise to a claim or loss. 3.1.7 Excess the amount of the excess stated in the schedule. 3.1.9 Fines, penalties, liquidated damages, punitive, multiple or exemplary damages a) any fines or penalties; Page 7 of 26 Argo_PI_en_06/2015 b) any liquidated damages not arising as part of a claim for breach of contract under the insured section and that at the time they were set in the contract were an unfair and unreasonable estimate of damages that could be recovered against the insured had such liquidated damage provisions not been set in the contract and the claim had been made at common law; c) any punitive, multiple or exemplary damages where such have been identified separately within any award of any court or tribunal unless the law permits the insurer to pay them. 3.1.10 Gaming, gambling or lotteries any claim, liability, loss or defence costs arising out of the use or provision of any gaming, gambling or lotteries unless a claim arises directly from business services. 3.1.11 Inherent and known defects any claim, liability, loss or defence costs arising directly or indirectly from: a) any inherent defect in any technology products which are supplied by or originate from a third party but this exclusion does not apply to any amount the insured can satisfy the insurer that they are legally able to recover under a written contract with a third party; b) technology products or technology services known by the insured to be deficient, ineffective or incapable of substantially fulfilling the essential purpose for which it is intended or to perform as specified, warranted (whether express or implied), or guaranteed. 3.1.12 Insolvency of the insured any claim, liability, loss or defence costs arising out of or relating directly or indirectly to an insolvency event. 3.1.13 Legislation and regulation any claim, liability, loss or defence costs arising out of the insureds breach of any taxation, competition, restraint of trade or anti-trust legislation or regulation including but not limited to: a) the Employment Retirement Income Security Act 1974 and any amendment thereto, or any rules or regulations promulgated thereunder; b) any actual or alleged violations of the Racketeer Influenced and Corrupt Organisation Act 18 USC Sections 1961 et seq and any amendments thereto, or any rules or regulations promulgated thereunder; c) any actual or alleged violation of any of the provisions of the Securities Act of 1933, the Securities Exchange Act 1934 or any similar Federal or State law or any common law relating thereto. 3.1.14 Liability arising out of employment arising from the liability to any employee, former employee or prospective employee in respect of employment-related libel, slander, humiliation or defamation, unfair or wrongful dismissal, repudiation or Page 8 of 26 Argo_PI_en_06/2015 breach of any employment contract or arrangement, termination of a training contract or contract of apprenticeship, harassment, discrimination or like conduct. 3.1.15 Management liability any claim, liability, loss or defence costs caused by or arising from any personal liability incurred by a director or officer of the insured when: a) acting in that capacity or managing the insured's business; or b) in breach of their fiduciary duty, other than when performing a business activity for a client; or c) making or issuing any statement, representation or information concerning the insured and the business services contained in any accounts, reports or financial statements. 3.1.16 Nuclear risks a) loss or destruction of or damage to any property whatsoever or any loss or expense whatsoever resulting or arising therefrom or any consequential loss; b) any legal liability of whatsoever nature; c) any sum which the insured becomes legally liable to pay or any loss or expense; directly or indirectly caused by or contributed to by or arising from or, in the case of (c) above, attributable to: i) ionising radiations or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; ii) the radioactive, toxic, explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof. 3.1.17 Other insurance where the insured is entitled to indemnity under any other policy except in respect of any excess beyond the amount which would have been payable under such policy had this policy not been effected. 3.1.18 Patent any claim, liability, loss or defence costs arising out of the infringement of any patent. 3.1.19 Pension, benefit, trust fund management any claim, liability, loss or defence costs arising from the insureds operation or administration of any pension or employee benefit scheme or trust fund, or the sale or purchase of or dealing in any stocks, shares or securities or the misuse of any information relating to them, or the insureds breach of any legalisation or regulation related to these activities. 3.1.20 Pollution any claim, liability, loss or defence costs for: Page 9 of 26 Argo_PI_en_06/2015 a) bodily injury, sickness, disease or death or loss, damage or loss of use of property directly or indirectly caused by seepage, pollution or contamination; and/or b) the cost of removing nullifying or cleaning-up seeping, polluting or contaminating substances. 3.1.21 Product recall and product liability any claim, liability, loss or defence costs arising directly or indirectly out of or in any way involving: a) the withdrawal, inspection, repair, modification or replacement of any technology products or of any property of which such technology products form a part; however, this exclusion will not apply to any portion of a judgement requiring the insured to pay compensatory damages following a breach of contract; b) goods or products sold, supplied, repaired, altered, treated, manufactured, installed or maintained by the insured other than technology products or technology services. 3.1.22 Retroactive date any claim, liability, loss or defence costs arising from any act committed, or alleged to have been committed, prior to the retroactive date. 3.1.23 Self-replicating computer virus any claim, loss, liability, expenses, costs or defence costs directly or indirectly arising from any computer virus which indiscriminately replicates itself and automatically disseminates on a global or national scale and/or was not specifically targeted at information and communication assets. 3.1.24 Trading loss and liabilities any claim, loss, liability, expenses, costs or defence costs arising directly or indirectly from: a) the insured’s lost profit, mark-up or liability for VAT or its equivalent; b) the insured’s trading loss or trading liability including those arising from the loss of any client, account or business; c) the insured’s decision to notify individuals or procure credit monitoring services following any form of data breach. 3.1.25 Utility provider any claim, liability, loss or defence costs arising out of the failure of the service provided by an internet service or telecommunications provider or other utility provider except when such services are included in business services. 3.1.26 War and terrorism Page 10 of 26 Argo_PI_en_06/2015 any claim, loss, liability, expenses, costs or defence costs of whatsoever nature directly or indirectly caused by, resulting from or in connection with war or terrorism regardless of any other cause or event contributing concurrently or in any other sequence to the claim. This exclusion also excludes any claim, liability costs, defence costs 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 any of the above. 4. Duties in the event of a claim or potential claim Except for clause 4.1.1 b) the due observance and fulfilment of the provisions of ‘claim notification, insured’s duties and claim procedure’ are a condition precedent to the insurer’s liability for any claim under this policy. The Observance clause sets out the consequences of a failure to comply with conditions precedent or policy provisions such as the said clauses. 4.1 Claim notification 4.1.1 The insured will give notice in writing or by an agreed electronic medium, to the insurer: a) as soon as reasonably practical of any claim, but in any event not later than thirty (30) days from receipt of any claim or any notice of an intention to make a claim; b) as soon as reasonably practical of any circumstance, but in any event before expiry of the period of insurance; with full particulars thereof. Provided always that such written notice is given to the insurer during the same period of insurance or (if the insured does not renew this insurance with the insurer) within thirty (30) days after its expiry. 4.1.2 Any such claim or loss and any subsequent claim arising out of circumstances notified under 4.1.1 shall in each case be deemed to have been made during the period of insurance which expired immediately prior to the commencement of the thirty (30) day period referred to in 4.1.1. 4.1.3 Neither this basic thirty (30) day extended reporting period nor the supplemental extended reporting period as set out in clause 2.3.8 extends the period of insurance or changes the scope of coverage provided or reinstates or increases the limit of indemnity. 4.1.4 Notice to the insurer must be given to the claims notification address specified in the schedule. 4.2 Insured’s duties 4.2.1 For each and every claim the insured and any person acting on behalf of the insured must: Page 11 of 26 Argo_PI_en_06/2015 a) not admit responsibility, make an offer or promise, nor offer payment or indemnity without the written consent of the insurer; and b) not incur any expense without the consent of the insurer except at the insured’s own cost; and c) always act honestly, there being no right to any form of payment or indemnity under the policy in the event that any claim is made fraudulently; and d) give all such information or assistance possible and forward all documents, to enable the insurer to investigate, settle or resist any claim as the insurer may require; and e) provide such proofs and information with respect to the claim as may reasonably be required, together with (if demanded) a statutory declaration of the truth of the claim and any matters connected therewith; and f) not destroy evidence, supporting information or documentation without the insurer’s prior consent; nor destroy any plant or other property relating to an occurrence, loss or suit that may give rise to a claim under this policy. 4.3 Claim Procedure For each and every claim the insured and any person acting on behalf of the insured must: 4.3.1 immediately send the insurer copies of any request, demand, order, notice, summons, legal paper and all documents relating thereto, in connection with an insured event as soon as received by the insured. In addition, the insured must co-operate with the insurer or their appointed agents to allow them to comply with such relevant practice directions and pre-action protocols as may be issued and approved from time to time by the head of civil justice; and 4.3.2 authorise the insurer to obtain medical records or other pertinent information upon request, in the event of an insured event involving bodily injury; 4.3.3 prove, if it is alleged that an event is not covered or that the indemnity is otherwise limited being war or an act of terrorism that the said exclusion or limit of indemnity does not apply, it being understood and agreed that any portion of an exclusion or limit of indemnity being found invalid, inapplicable or unenforceable will not in any way render the remainder of the exclusion or limit invalid, inapplicable or unenforceable. 4.4 Insurer’s rights 4.4.1 Claims will be handled and administered by the insurer or such parties as the insurer in its absolute discretion may determine. 4.4.2 The insurer will be under no obligation to investigate any potential claims or to undertake the conduct of any proceedings in connection with such claims and will be at liberty in all cases to leave the conduct of such proceedings wholly to the insured, upon such conditions as regards the payment of opponents’ costs and with such liberty to bind the insurer by compromise as the insurer may in its absolute discretion determine. Page 12 of 26 Argo_PI_en_06/2015 4.4.3 The insurer may at any time pay the limit of indemnity (after deduction of any sums already paid) or such lesser sum for which the claim can be settled and will relinquish the conduct and control of the claim and be under no further liability, except (where payable under the relevant insured section) for payment of defence costs incurred prior to the date of payment. 4.4.4 The insurer may at any time apply to the insured for reimbursement for payments made under clause 2 but which do not exceed the excess. 4.5 Disputed defence or appeal If any dispute arises between the insured and the insurer as to whether a prosecution should be defended or an appeal made, such dispute will be referred to a mediator mutually agreed between the parties whose decision will be final. In the event of conflict between any person falling within the definition of insured separate representation will be arranged for each party. 4.6 Subrogation 4.6.1 For each and every claim the insured and any person acting on behalf of the insured must not waive any rights of recourse or recovery against any other person, including any service provider, relating to an occurrence, loss or suit that may give rise to a claim under this insurance and must assist the insurer in all respects in exercising such rights if requested to do so by the insurer. 4.6.2 The insured will at the request and expense of the insurer do and concur in doing and permit to be done all such acts and things as may be necessary or reasonably required by the insurer for the purpose of enforcing any rights and remedies or of obtaining relief or indemnity from other parties to which the insurer will be or would become entitled or subrogated upon its paying for or the making good of any damage under this section, whether such acts and things will be or become necessary or required before or after their indemnification by the insurer. 4.6.3 In the event of any payment under this insurance, the insurer will act in concert with all other interested persons (including the insured) concerned in the exercise of any rights of recovery. 4.6.4 The apportioning of any amounts which may be so recovered will follow the principle that any interested persons (including the insured) that will have paid an amount over and above any payment hereunder, will first be reimbursed up to the amount paid by them; the insurer is then to be reimbursed out of any balance then remaining up to the amount paid hereunder; lastly, the interested persons (including the insured) to whom this coverage is in excess shall be entitled to claim the residue, if any. 4.6.5 Expenses necessary to the recovery of any such amounts will be apportioned between the interested parties concerned, in the ratio of their respective recoveries as finally settled. 4.7 Waiver of subrogation against employees Page 13 of 26 Argo_PI_en_06/2015 The insurer agrees that it shall not exercise any subrogation rights against an employee of the insured unless the claim has been brought about or contributed to by the dishonest fraudulent criminal or malicious act or omission of the employee. 5. General terms and conditions 5.1 Applicable law The law allows the parties to this contract of insurance to select the law and jurisdiction to be applied to this policy. Unless it is agreed otherwise, the law that applies to this contract is the law of that part of Estonia where the head office of the insured is located. It is agreed that any legal proceedings between the insured and the insurer in connection with this contract will only take place in the courts of that part of Estonia where the insured is located and they are subject to the exclusive jurisdiction of that court. 5.2 Assignment Assignment of interest under this policy will not bind the insurer unless and until the insurer's written consent is endorsed hereon. 5.3 Cancellation The insurer may at any time during the period of insurance serve written notice on the insured at the address shown on the schedule cancelling the policy with effect from the thirtieth (30th) day after service of the notice. Such cancellation shall not affect the coverage or premium attributable under this insurance to the period prior to cancellation. Upon demand and subject to no claims having been notified under this policy, the insurer will return to the insured a part of any premium paid in excess of that proportionate to the pre- cancelled portion of the policy. Without prejudice to any other forms of service, the notice of cancellation is deemed to be served on the third (3rd) day after being posted if sent by pre-paid letter post properly addressed. 5.4 Confidentiality The insured will not disclose the terms, conditions, exclusions, limit of indemnity of this policy or the amount of the premium paid to any third party except to the extent that they are required by law to do so or the insurer consents, in writing, to such disclosure. 5.5 Contract (Rights of Third Parties) Act 1999 Page 14 of 26 Argo_PI_en_06/2015 This insurance does not confer or create any right enforceable under the Contracts (Rights of Third Parties) Act 1999 or any similar legislation by any person who is not named as the insured and both the insurer and insured may amend, cancel or lapse this insurance without giving notice to, or requiring the consent of, any other third party. 5.6 Document management The insurer may hold documents relating to this insurance and any claims under it in electronic form and may destroy the originals. An electronic copy of any such document will be admissible in evidence to the same extent as, and carry the same weight as, the original. 5.7 Dispute resolution 5.7.1 All matters in dispute between the parties arising out of or in connection with this insurance, will be referred to a mediator to be agreed by the parties within fourteen (14) working days of any dispute arising under the insurance. If a mediator is not agreed then either party may apply to mediation centre appropriate for insured’s jurisdiction for the appointment of a mediator. The parties agree to share equally the costs of mediation centre and of the mediator and that the reference of the dispute to mediation will be conducted in confidence. 5.7.2 The parties agree to perform their respective continuing obligations under this insurance, if any, while the dispute is resolved unless the nature of the dispute prevents such continued performance of those obligations. 5.7.3 If any such dispute is not resolved by mediation or the parties cannot agree upon the appointment of a mediator or the form that the mediation will take the dispute will be referred by either party to courts subject to the law and jurisdiction set down in the Applicable law clause above. 5.8 Fraud 5.8.1 If the claim or any part of a claim is in any respect fraudulent or if any fraudulent means or devices are used by the insured or anyone acting on their behalf to obtain any benefit under this policy; or 5.8.2 If any liability, loss, destruction or damage is occasioned by willful act or with the connivance of the insured; then there will be no rights to any form of payment or indemnity under this policy. Further, any claim paid to the insured where there has been any fraudulent means or device must be repaid to the insurer. 5.9 Innocent non-disclosure In the event of a breach of the duty of disclosure, whether under clause 5.12 or otherwise, the insurer will not avoid the policy or reject any claim under this policy except that where the non-disclosure was reckless or fraudulent and the insurer can demonstrate some prejudice then: a) the insurer may reduce any claim causally connected to the non-disclosure; and Page 15 of 26 Argo_PI_en_06/2015 b) continue with the policy on such terms as it may determine. 5.10 Material alteration 5.10.1 All information supplied by the insured in connection with the application for insurance whether supplied by or on behalf of the insured will be incorporated into and forms the basis of the policy. It shall be a condition of the policy that all such information is true so far as is within the insured’s knowledge or could, with reasonable diligence, have been ascertained. 5.10.2 This policy shall be voidable in the event of misrepresentation and/or non-disclosure of any material particular. 5.10.3 The insured shall give notice to the insurer of any material change or change in circumstances affecting the nature of the business services offered by the insured and until the insurer shall have agreed in writing to accept the altered risk the insurer shall not provide an indemnity in respect of liability arising from such altered circumstances. 5.10.4 The insured shall give to the insurer written notice as soon as practicable of any material alteration to the risk during the period of insurance including but not limited to: a) the insured going into voluntary bankruptcy, receivership or liquidation or the insured failing to pay debts or breaching any other obligation giving rise to the appointment of a receiver or bankruptcy or winding-up proceedings; b) any material change in the nature of the business services offered by the insured. 5.11 Minimisation of risk 5.11.1 The insured will take all reasonable steps before entering into contract for business services, or extending the scope of an existing contract for business services: a) to limit its liability for any consequential or pure economics loss; b) to ensure that it could provide the required level and quality of technology product or technology services using the resources available to the insured; c) to ensure the contract was capable of being performed in accordance with all its terms and any representations made by the insured or on the insured’s behalf. 5.11.2 The insured will take all reasonable steps at its own expense to prevent an insured event arising or continuing and to minimise any claims which arise or may arise from an insured event, including but not limited to remedying and/or rectifying, any defect or failure in the technology products or technology services supplied by the insured to a client arising prior to the clients acceptance of the technology products or technology services or any longer period specified in any contract the insured has with client. 5.12 Observance Page 16 of 26 Argo_PI_en_06/2015 5.12.1 The due observance and fulfilment of the provisions of this policy insofar as they may relate to anything to be done or complied with by the insured, and are not described in the policy as conditions precedent, will be a condition of this policy. Any waiver by the insurer of any provision will not prevent the insurer from relying on such term or condition or condition precedent in the future. 5.12.2 In the event of a breach of any condition in the policy, and without prejudice to any of the insurer’s other rights, the insurer may reject or reduce claims connected with the breach providing the insurer can demonstrate some prejudice. 5.12.3 In the event of a breach of any condition precedent in the policy, and without prejudice to any of the insurer’s other rights, the insurer may reject or reduce claims connected with the breach, and continue the policy on such terms as the insurer may determine and if any payment on account of any such claim has already been made the insured will repay forthwith all payments on account to the insurer. 5.13 Premium adjustment Where the premium in whole or part is provisionally based on estimates provided by the insured, the insured will keep accurate records and declare such information as the insurer requires within three (3) months of the expiry of the period of insurance. The premium will then be adjusted and any difference paid by or allowed to the insured as the case may be but subject to any minimum premium that may apply. The insurer reserves the right to request that the insured supplies an auditor’s certificate with such calculations as are subject to adjustment attesting the accuracy thereof. 5.14 Privacy and the Data Protection 5.14.1 All personal information (including sensitive personal data such as health details or criminal convictions) provided in connection with this policy will be processed in accordance with the applicable Data Protection Act. The insured consents to all personal information so provided being used for the purposes and being disclosed to the parties set out below. 5.14.2 Where personal information is provided about another person, the insured is required to inform that person of the insurers’ identity, and why their personal information will be processed and disclosed. The insured is also required to obtain their written consent to the processing of their personal information in this way and provide the insurer with such consent upon request. 5.14.3 Personal information is used: a) to administer the policy, including underwriting, renewal information, validation of claims history and claims handling; b) for research, analysis, statistic creation, and customer profiling; c) for fraud prevention and debt recovery. 5.14.4 Personal information may be disclosed to: a) other members of the ArgoGlobal Group; Page 17 of 26 Argo_PI_en_06/2015 b) other insurance entities interested in the risk written under this policy; c) agents and service providers appointed by the insurer to carry out activities in connection with the policy; d) credit reference and fraud databases; e) law enforcement and other statutory bodies; f) potential purchasers of the whole or part of the our business. 5.14.5 If false or inaccurate information is provided and fraud is suspected this fact will be recorded and the information will be available to other organisations that have access to the fraud databases. 5.14.6 Personal information may be transferred to third parties in countries outside the European Economic Area which may not have the same standards of protection for personal information as Malta The insurer will ensure that such transfers comply with the data protection law and the personal information is kept securely and protected from unauthorised access. 5.14.7 The insurer maintains protections and procedures in the storage and disclosure of personal information to keep it secure and prevent unauthorised access to or loss of such information. 5.14.8 The insurer may monitor and record all communications with you for compliance and training purposes. 5.15 Representation Any person falling within the definition of the insured agrees that the business is their agent for the purpose of giving and receiving of any notices from the insurer or their representatives including any notice of cancellation. The payment to the insured of any return premium that may be payable under this policy will satisfy the insurer’s obligations to return premium to the business. 5.16 Sanction limitation and exclusion The insurer shall not provide cover nor be liable to pay any claim or provide any benefit hereunder to the extent that the provision of such cover, payment of such claim or provision of such benefit would expose the insurer or any member of the insurer’s group to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of any country. 5.17 Subscribing insurer The insurers’ obligations under this policy are several and not joint and are limited solely to the extent of their individual subscriptions. The insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations. Page 18 of 26 Argo_PI_en_06/2015 6. General definitions and interpretation The following words will have the same meaning attached each time they appear in this policy in bold type face, whether with a capital first letter or not. Where the context so admits or requires, words importing the singular will include the plural and vice versa and words importing the masculine will import the feminine and the neuter. References to 'a person' will be construed so as to include any individual, company, partnership, or any other legal entity. References to a statute or regulation will be construed to include all its amendments or replacements. All headings within the policy are included for convenience only and will not form part of this policy. 6.1 Bodily injury Bodily injury means death and injury, illness or disease whether bodily or mental. 6.2 Breach of contract Breach of contract means any breach of a written contract to design, produce or supply technology products or technology services due to: i) the technology products or technology services either not conforming in all material respects with any written specification that forms part of the relevant contract and where it is an express term of the contract that the technology products or technology services must comply with that specification; ii) the technology products or technology services having a material defect; iii) the technology products or technology services failing to meet any implied statutory term concerning, necessary quality, safety and/or fitness for purpose; iv) the failure to meet any express or implied statutory term concerning the use of reasonable care and skill. 6.3 Business services Business services means those services specified in the schedule, including but not limited to the provision of technology products and technology services in the conduct of the insured’s business. It is agreed that the insurer will not deny indemnity hereunder if the insured should change its name and there is no other change that materially alters the risk. 6.4 Circumstance Circumstance means an incident, occurrence, dispute, fact, matter, act or omission that is likely to give rise to a claim. Page 19 of 26 Argo_PI_en_06/2015 6.5 Claim Claim means: 6.5.1 the receipt by the insured of any written notice of demand for compensation made by a third party against the insured; 6.5.2 any writ, statement of claim, claim form, summons, application or other originating legal or arbitral process, cross-claim, counterclaim or third or similar party notice served upon the insured; 6.5.3 any notice of intention in writing to commence legal proceedings against the insured. 6.6 Computer Virus Computer virus means any computer program, including but not limited to, any file virus, boot sector virus, macro virus, hostile applet, Trojan horse program, java virus, ActiveX virus or other executable program which contains instructions to initiate an event on the infected computer, causing modification of or damage to data, memory or data media or otherwise adversely affecting the operation of any information and communications technology system. 6.7 Defence cost(s) Defence cost(s) mean all legal costs and expenses incurred with the prior written and continuing consent of the insurer (such consent not to be unreasonably withheld or unreasonably delayed or unreasonably withdrawn) in the investigation, defence or settlement of any claim and/or circumstance(s). It does not include the insured’s own costs and expenses. 6.8 Employee Employee means any person including trainees and freelance consultants acting under a contract of service with the insured in respect of the conduct of business by the insured. 6.9 Excess The limit of indemnity is additional to the excess and excess means the first amount specified in the schedule payable by the insured in respect of each and every claim, series of claims or circumstance as ascertained after the application of all other terms and conditions of this insurance. The excess will not be applied to defence costs (unless expressly stated otherwise in the schedule). 6.10 Information and communication assets Information and communication assets means the insured’s computer and telecommunication system, including but not limited to the insureds email system, encrypted electronic signature, encrypted electronic certificate, website, intranet, network, software, hardware, firmware, program or any data held electronically. Page 20 of 26 Argo_PI_en_06/2015 6.11 Insured Insured means: 6.11.1 the partners, directors, members and employees of the Policyholder and its subsidiaries during the period of insurance; 6.11.2 former partners and/or former directors and/or former members of the Policyholder and its subsidiaries; 6.12.3 in respect of the business services undertaken on behalf of the Policyholder and its subsidiaries only those persons named as consultants or former consultants in the proposal; 6.11.4 any retired partner, director or member of the Policyholder and its subsidiaries remaining as a consultant to the Policyholder and its subsidiaries; 6.11.5 the estate, heirs and executors and/or legal/personal representatives of those parties mentioned in above in the event of their death, incapacity, insolvency or bankruptcy for legal liabilities incurred due to any act, error or omission of such deceased, incompetent or bankrupt person. 6.12 Insured section Insured section means clause 2. 6.13 Insurer Insurer means the party specified as insurer in the schedule and any other subscribing insurers. 6.14 Insolvency event Insolvency event in relation to the insured means: a) an application being made for an administration order or the purported appointment of, or the filing at court or issue of any notice of intention to appoint, an administrator in relation to the insured or any of its subsidiary undertakings; b) a petition being presented, a meeting being convened or an effective resolution being passed otherwise than with the prior written consent of the insurer as part of a solvent reconstruction or amalgamation for the winding up of the insured or any of its subsidiary undertakings; c) possession being taken of, or a receiver, sequestrator or similar officer being appointed in respect of, the whole or any part of the assets or undertaking of the insured or any of its subsidiary undertakings; d) the insured or any of its subsidiary undertakings suspending or threatening to suspend payment of its debts as they fall due or being, or unlikely to become, unable to pay its debts, whether within the meaning of section 123 Insolvency Act 1986 or otherwise; e) the directors [partners] of the insured or any of its subsidiary undertakings making a proposal that it enter into a voluntary arrangement or taking any steps to obtain a moratorium or its taking or being subject Page 21 of 26 Argo_PI_en_06/2015 to any proceedings under the law for the readjustment, rescheduling or deferment of all or any of its debts, or proposing or entering into any general assignment or composition with or for the benefit of its creditors; f) the insured or any of its subsidiary undertakings ceasing or threatening to cease to carry on all or a substantial part of its business or operations, or selling, transferring or otherwise disposing of the whole or a substantial part of its undertaking or assets, either by a single transaction or by a number of transactions; or g) the occurrence in respect of the insured or any of its subsidiary undertakings of any event in any jurisdiction to which it is subject having an effect similar to that of any of the events referred to in paragraphs (a) to (f) above; or in relation to any of the other parties mentioned in clause 3.4.12 (the Insolvency exclusion), means any of the above events occurring in relation to any such other party. 6.15 Jurisdiction Jurisdiction means the jurisdiction specified in the schedule. 6.16 Limit of indemnity 6.16.1 Limit of indemnity means the amount specified in the schedule which shall be maximum amount payable by the insurer in the aggregate during any one period of insurance inclusive of defence costs for claims under the policy (unless expressly stated otherwise in the schedule). 6.16.2 For the avoidance of doubt the limit of indemnity is the amount specified in the schedule which shall be maximum amount payable by the insurer in respect of any one claim: a) regardless of the number of insured parties, persons or organisations bringing claims or series of claims against the insured; b) regardless of the number of claims made by the insured. 6.16.3 Any sub-limit of indemnity stated in the schedule applies as if it was the limit of indemnity for the claims specified in the schedule for that sub-limit of indemnity and is deemed to be part of and not in addition to the limit of indemnity specified in the schedule. 6.17 Matter Matter means any data, text, sounds, images or similar content disseminated, including but not limited to the content of the insured’s email, intranet, extranet, website, bulletin board, chat room or other on-line discussion or information forum, and the marketing and advertising of the insured’s business services. Matter will include any alteration or addition made by a hacker. 6.18 Multimedia activities Multimedia activities mean the publishing, dissemination, releasing, gathering, transmission, production, webcasting or other distribution of matter. Page 22 of 26 Argo_PI_en_06/2015 6.19 Parent Parent means a company which by itself, or in concert with other companies with the same majority ownership or control as itself: 6.19.1 controls the composition of the board of directors, of the insured; or 6.19.2 controls more than half the voting power of the insured; or 6.19.3 holds more than half of the issued share capital of the insured. 6.20 Period of insurance Period of insurance means the period shown as such on the schedule, with times taken as Greenwich Mean Time unless expressly provided otherwise. 6.21 Policy Policy means this document, the schedule (including any schedules issued in substitution) and any endorsements attaching to this document or the schedule that will be considered part of the legal contract and any word or expression in bold type face on any of these documents will bear the specific meaning stated in these definitions. 6.22 Pollutant Pollutant means any solid, liquid, gaseous or thermal irritant or contaminant including smoke, vapour, soot, fumes, acids, alkalis, chemicals or waste. Waste is deemed to include materials to be recycled, reconditioned or reclaimed. 6.23 Pollution Pollution means: 6.23.1 the actual, alleged or threatened discharge, seepage, migration, dispersal, release or escape of pollutants at any time; 6.23.2 any cost, expense, claim or suit arising out of any request, demand or order as a result of actual, alleged or threatened discharge, seepage, migration, dispersal, release or escape of pollutants at any time that the insured or any other insured party test for, monitor, clean up, remove, contain, treat, detoxify, or neutralise or in any way respond to, or assess the effects of pollutants. 6.24 Property damage Property damage means physical loss, destruction or damage of tangible property including the loss of use thereof. 6.25 Proposal Page 23 of 26 Argo_PI_en_06/2015 Proposal means any information supplied by or on behalf of the insured in written or electronic format, deemed to be a completed proposal form, application form, medical questionnaire including in each case attachments thereto and other relevant information that the insurer may require. 6.26 Retroactive date Retroactive date means the date (if any) stated in the schedule. 6.26.1 Unlimited retroactive cover – where no retroactive date is specified in the schedule, coverage under this policy shall be in respect of acts, errors or omissions committed or alleged to have been committed irrespective of when such acts, errors or omissions were committed or alleged to have been committed; 6.26.2 Limited retroactive cover – where a retroactive date is specified in the schedule, then coverage under this policy shall only be in respect of acts, errors or omissions first committed or alleged to have been first committed after the retroactive date. 6.27 Schedule Schedule means the document titled schedule that includes the name and address of the insured, the premium and other variables to this policy (including endorsement clauses) and is incorporated in this policy and accepted by the insured. Schedules may be re- issued from time to time where each successor overrides the earlier document. 6.28 Series of claims Series of claims means all claims, loss, liability, expenses, and costs resulting from: 6.28.1 one and the same act error or omission; or 6.28.2 a series of acts errors or omissions arising out of or attributable to the same originating cause, source or event; or 6.28.3 the acts errors or omissions of one person or persons acting together or in which such person or persons is/are concerned or implicated; shall jointly constitute one claim under this policy, and only one excess shall be applicable in respect of such claim. 6.29 Subsidiary Subsidiary means any company in respect of which the insured or the parent (either directly or indirectly through one or more of its subsidiary companies): 6.29.1 controls the composition of the board of directors; or 6.29.2 controls more than half the voting power; or 6.29.3 holds more than half of the issued share capital. 6.30 Take-over or merger Page 24 of 26 Argo_PI_en_06/2015 Take-over or merger means any sale of the insured named in the schedule or its merger with or acquisition by another entity such that the insured is not the surviving entity and no longer: 6.30.1 controls the composition of the board of directors; or 6.30.2 controls more than half the voting power; or 6.30.3 holds more than half of the issued share capital; and includes, in the case of an insured which is a partnership, a merger with another partnership or the appointment of new partners (other than from existing employees of the partnership insured) such that the number of partners in the partnership immediately after such merger or appointment(s) is more than two hundred percent (200%) of the number of partners in the partnership Insured immediately before such merger or appointment(s). 6.31 Technology product(s) Technology product(s) shall means computer or telecommunications software, hardware, firmware, cabling or electronic equipment, including the design, development, manufacturing, assembly, distribution, licensing, leasing, sale, installation, repair or maintenance thereof. 6.32 Technology services Technology services means: 6.32.1 Any service, advice or work provided by the insured in the conduct of the business in relation to or in connection with technology products and including without limitation technology consulting, systems analysis, design, programming or integration; 6.32.2 Database design and the catching, collecting, compiling, processing, mining, or recording or analysis of data; and 6.32.3 Other related services information system outsourcing; website design, programming or maintenance; information systems or website hosting; internet service provision; internet search and navigational tool provision; electronic mail services; electronic data destruction services; application software and services provision; and telecommunication network application provision provided by the insured. 6.33 Territorial limit Territorial limit means the territory or territories specified in the schedule. 6.34 Terrorism Terrorism means an activity that involves a violent act or the unlawful use of force or an unlawful act dangerous to human life, tangible or intangible property or infrastructure, or a threat thereof; and appears to be intended to: 6.34.1 intimidate or coerce a civilian population; or Page 25 of 26 Argo_PI_en_06/2015 6.34.2 disrupt any segment of the economy of a government de jure or de facto, state, or country; or 6.34.3 overthrow, influence, or affect the conduct or policy of any government de jure or de facto by intimidation or coercion; or 6.34.4 affect the conduct or policy of any government de jure or de facto by mass destruction, assassination, kidnapping or hostage-taking. 6.35 Unfair Competition Unfair competition means unfair competition, misleading business practices or incorrect description of source. 6.36 War War means war, invasion, acts of foreign enemies, hostilities or warlike operations (whether war be declared or not), civil war, mutiny, revolution, rebellion, insurrection, uprising, military or usurped power or confiscation by order of any public authority or government de jure or de facto or martial law but not including terrorism. 7. Complaints 7.1 What the insured should do The insurer strives to provide an excellent service to all its customers but occasionally things can go wrong. The insurer takes all complaints seriously and endeavours to resolve all customers’ problems promptly. If the insured has a question or complaint about this insurance or the conduct of its broker they should contact that broker in the first instance. Alternatively, if the insured wishes to contact the insurer directly the insured should write to the complaints address shown in the schedule, quoting the policy or claim reference applicable. If, after making a complaint, the insured feels that the matter has not been resolved to its satisfaction then if the insured is an eligible complainant the insured may contact “The Consumer Complaints Manager” of the Malta Financial Services Authority, Notabile Road, Attard, BKR3000 (tel: 80074924; tel: 21441155, Website: www. http://mymoneybox.mfsa.com.mt. A summary of the insurer’s complaint handling procedure is available on request and will also be provided to the insured when acknowledging a complaint. Page 26 of 26 Argo_PI_en_06/2015