S.I. No. 409/2011 - The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) Regulations 2011

• (a) Every principal of a firm to which these Regulations apply shall be responsible for ensuring that the firm complies with its obligations and responsibilities under these Regulations, and it shall be misconduct for a principal to fail to procure that the firm so complies.

• (b) Without prejudice to the generality of Regulation 17(a), every principal of a firm to which these Regulations apply, and in the case of a firm that has ceased its practice every person that is or was a principal of that firm at the relevant time as determined by the PII committee in its discretion, shall be responsible for ensuring:—

• (i) that the firm ceases its practice where required so to do under these Regulations;

• (ii) that the firm discharges any costs, liabilities and expenses due to the Law Society under these Regulations promptly on demand; and

• (iii) that the firm and each principal thereof complies with each of the responsibilities imposed upon it under Regulations 15 and 16.

• (c) Where any firm fails to comply with any of its obligations and responsibilities under or pursuant to these Regulations, or any principal of a firm fails to comply with any of his or her obligations and responsibilities under or pursuant to these Regulations, the PII committee may take any one (1) or more of the following courses of action:—

• (i) apply to the High Court for suspension of the practising certificate or qualifying certificate of any principal or former principal of that firm, or of the principal concerned, as the case may be; or

• (ii) direct the Registrar to refuse to issue a practising certificate or qualifying certificate to any principal or former principal of that firm, or to the principal concerned, as the case may be; or

• (iii) apply to the Disciplinary Tribunal for an inquiry into the conduct of any principal or former principal of that firm, or of the principal concerned, as the case may be, on grounds of misconduct; or

• (iv) apply to the High Court for an order to prohibit any principal or former principal of that firm, or the principal concerned, as the case may be, from contravening any provision of these Regulations; or

• (v) apply to the High Court for an order to require any principal or former principal of that firm, or the principal concerned, as the case may be, to perform any obligation imposed on the firm or such principal by any provision of these Regulations.

• (d) Where the PII committee decides to take one (1) of the courses of action referred to in Regulation 17(c), the PII committee shall give to each affected principal or former principal of that firm, notice in writing of its intention to do so.

• (e) The provisions of Regulation 17 are without prejudice to the designation by these Regulations as misconduct of any particular act or omission by a solicitor or a registered lawyer, or to any other right or power given under these Regulations, under the Acts or under any instrument made under or pursuant to the Acts to the PII committee or to the Law Society.

18. Professional Indemnity Insurance Committee:

• (a) The Council shall, as soon as practicable after the coming into operation of these Regulations, appoint a professional indemnity insurance committee which shall be responsible for exercising on behalf of the Council the functions vested in:—

• (i) the Law Society by or under section 26 of the Solicitors (Amendment) Act 1994 ; and

• (ii) the PII committee by or under these Regulations; and

(iii)(to the extent that the 1995 Regulations remain in force by virtue of these Regulations) the committee constituted under the 1995 Regulations and designated as the PII committee thereunder by or under the 1995 Regulations; and

(iv)(to the extent that the 2007 Regulations remain in force by virtue of these Regulations) the committee constituted under the 2007 Regulations and designated as the PII committee thereunder by or under the 2007 Regulations,

save in each case for the making of regulations.

• (b) The Council shall from time to time in its discretion determine the number of members of the PII committee and appoint the members thereof and may, in its sole discretion and for such period as it may determine, retain as members of the PII committee each or any of the members of the PII committee in place at the coming into operation of these Regulations.

• (c) The quorum of the PII committee shall be three (3).

• (d) The PII committee may establish sub-committees to carry out some or all of its functions, or delegate some or all of its functions to an executive of the Law Society, the SPF management committee or the SPF manager.

• (e) The PII committee shall exercise on behalf of the Council the following functions of the Law Society:—

• (i) making recommendations, issuing guidance or giving directions on behalf of the Law Society in relation to the management, administration and protection by the SPF manager of the special purpose fund;

(ii)(without prejudice to the generality or specificity of any Regulation) directing steps necessary or expedient to be taken to ascertain whether these Regulations or the provisions of the 2007 Regulations are being complied with;

• (iii) specifying circumstances in which any solicitor or registered lawyer or specified category of solicitors or registered lawyers may be exempted in whole or in part from compliance with these Regulations or the 2007 Regulations;

• (iv) specifying the manner in which solicitors or registered lawyers or any specified category of solicitors or registered lawyers shall bring their compliance with, or exemption from, these Regulations or the 2007 Regulations to the notice of their clients or the Law Society;

• (v) determining whether a perceived breach of section 26(6) of the Solicitors Act, 1994 or of these Regulations or of the 2007 Regulations by a solicitor or registered lawyer should be the subject of an application by the Law Society to the Disciplinary Tribunal for an inquiry into the conduct of that solicitor or registered lawyer on the ground of alleged misconduct;

• (vi) making decisions in relation to matters (including procedural matters) deemed to be in pursuance of or incidental or supplementary to the functions vested in the Law Society under section 26 of the Solicitors (Amendment) Act 1994 or in pursuance of or incidental or supplementary to the provisions of these Regulations or of the 2007 Regulations.

• (f) The PII committee shall, at least once in every calendar year, review the minimum terms and conditions and shall recommend to the Law Society any amendments thereto as to the PII committee appear appropriate.

• (g) The PII committee shall be entitled to appoint the SPF manager to discharge the functions and responsibilities of:

• (i) the person or entity appointed as pool manager under the 1995 Regulations to the extent that those regulations remain in effect by virtue of these Regulations; and

• (ii) the person or entity appointed as ARP manager under the 2007 Regulations to the extent that those regulations remain in effect by virtue of these Regulations.

• (h) The PII committee shall from time to time and in its sole discretion issue rules regulating the conduct of coverage disputes and any rules (or part thereof) issued by the PII committee under this Regulation 18(h) shall be binding upon a qualified insurer and a firm immediately upon such rules being made by the PII committee and each qualified insurer and each firm shall forthwith take steps at its own expense to comply with any such rules.

19. SPF Management Committee:

• (a) The PII committee shall, as soon as practicable after the coming into operation of these Regulations appoint a special purpose fund management committee which shall be responsible for exercising the functions vested in:

• (i) the SPF management committee by or under these Regulations; and

• (ii) any functions delegated to it by the PII committee pursuant to Regulation 18.

• (b) The number of members of the SPF management committee shall be five (5).

• (c) The members of the SPF management committee shall be appointed by the Law Society and shall comprise the SPF manager, two (2) representatives of the Law Society and one (1) representative of each of the two (2) qualified insurers with the largest relevant premium income for that indemnity period as calculated in accordance with Schedule 2 of the qualified insurers agreement.

• (d) The SPF management committee shall provide a quarterly report to the PII committee summarising its activities and the decisions it has taken in the previous quarter. The SPF management committee shall receive and consider any comments that the PII committee may have on any such report.

20. Provision of Information and Co-Operation with Qualifying Insurers and SPF Manager:

• (a) If a person asserts a claim against a firm or any person insured under that firm’s qualifying insurance and the claim relates to a matter within the scope of coverage under the minimum terms and conditions, that firm and every principal thereof (including, in the case of a firm that has ceased its practice, any former principal thereof) shall be required to provide that claimant on request with details of the identity of the qualified insurers that provided the qualifying insurance, together with any applicable coverage reference number and the relevant qualified insurers’ contact details.

• (b) The Law Society may maintain in such form or forms as it considers appropriate a register of firms showing such details of any qualifying insurance, ARP coverage or run-off cover maintained by those firms appearing on the register as the Law Society deems fit, together with details of any firms that have not maintained such insurance and/or cover, and may permit persons to enquire as to the registered status of firms and provide persons with the information contained in the register relating to firms in such manner and to such extent as the Law Society may determine.

• (c) The Law Society may, based on the information available to it, establish an information service to disclose certain information to qualified insurers in such a manner as it may in its absolute discretion deem fit, including the following:—

• (i) on or before 31 January in each indemnity period, provide a qualified insurer with details of the identity of firms which maintained qualifying insurance with that qualified insurer in the prior indemnity period, together with the identity of the current qualified insurer (including for the avoidance of doubt, the assigned risks pool and the run-off fund) of any such firm;

• (ii) from time to time, to provide a qualified insurer with details of the identity of any firm, which has had all of its principals suspended or struck off the roll.

• (d) All firms and their principals shall extend such co-operation to the qualified insurer providing qualifying insurance or the SPF manager (as appropriate) as is required by the minimum terms and conditions. In the event that a qualified insurer or the SPF manager (as appropriate) considers that a firm or its principals have failed to extend such co-operation, the qualified insurer or the SPF manager (as appropriate) may notify the Law Society and the Law Society may take disciplinary action against the principals and the former principals of such firm as appropriate.

• (e) In the event that a qualified insurer or the SPF manager (as appropriate) considers that a firm has failed to pay any stamp duty which the firm is liable to pay, the qualified insurer or the SPF manager (as appropriate) may notify the Law Society and the Law Society may take disciplinary action against the principals and the former principals of such firm as appropriate.

21. Amendment to Independent Law Centres Regulations:

• (a) The Solicitors Acts 1954 to 2002 (Independent Law Centres) Regulations, 2006 are hereby amended by the deletion of Regulation 8 thereof and its replacement with the following:—

“For the avoidance of doubt, an employed solicitor shall be required to comply with the Solicitors Acts 1954 to 2002 (Professional Indemnity Insurance) Regulations 2011.”

Dated this 3rd day of August 2011.

Signed on behalf of the Law Society of Ireland pursuant to Section 79 of the Solicitors Act 1954 .

JOHN COSTELLO,

President of the Law Society of Ireland

SCHEDULE TABLE OF REVOCATIONS

NAME OF INSTRUMENT	EXTENT OF REVOCATION
The Solicitors Acts 1954 to 2002 (Professional Indemnity Insurance) Regulations 2007 (Statutory Instrument No. 617 of 2007)	Revoked in its entirety save that:—(i) the instrument (as subsequently amended) shall remain binding upon solicitors and registered lawyers required, prior to the operative date, by virtue of the provisions of the instrument to maintain run-off cover (as defined by the instrument) such that those solicitors and registered lawyers shall be required to continue to maintain such coverage in accordance with the terms of the instrument and that the provisions of the instrument (including provisions relating to the enforcement thereof and the penalties thereunder) shall be fully continued in effect as regards such solicitors and registered lawyers and such run-off cover; and (ii) the instrument (as subsequently amended) shall remain in effect to the extent necessary to permit the proper functioning and operation of the assigned risks pool constituted by virtue of the provisions of the instrument to permit that assigned risks pool to be administered to fulfil the terms of all coverages granted thereunder (iii) the instrument (as subsequently amended) shall remain in effect to permit the proper functioning and operation of the SMDF (as defined therein) to permit the SMDF to be administered to fulfil the terms of all coverages granted by it.
The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) (Amendment) Regulations 2009 (Statutory Instrument No. 384 of 2009), The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) (Amendment No. 2) Regulations 2009 (Statutory Instrument No. 441 of 2009), The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) (Amendment) Regulations 2010 (Statutory Instrument No. 495 of 2010)	Each revoked in their entirety save that the provisions of the relevant instruments shall be continued in effect to the extent that they amend The Solicitors Acts 1954 to 2002 (Professional Indemnity Insurance) Regulations 2007 (Statutory Instrument No. 617 of 2007) in order to give effect to the provisions of this Table as they relate to the revocation of The Solicitors Acts 1954 to 2002 (Professional Indemnity Insurance) Regulations 2007 (Statutory Instrument No. 617 of 2007).

APPENDIX 1

MINIMUM TERMS AND CONDITIONS OF PROFESSIONAL INDEMNITY INSURANCE FOR SOLICITORS AND REGISTERED LAWYERS IN IRELAND

1 INTERPRETATION

“Amount Insured” means the aggregate limit of liability of each Insurer under the Insurance, including, for the avoidance of doubt, the aggregate limit of liability of all Insurers where the coverage is provided on the basis of co-insurance;

“Authorised Insurer” means an insurer that holds an authorisation to carry on insurance business for the purposes of Directive 73/239/EEC or that is otherwise entitled to carry on non-life insurance business in the State;

“Circumstance” means an incident, fact, occurrence, matter, act or omission that may give rise to a Claim in the context of civil liability;

“Claim” means a request or demand for, or an assertion of a right to, or an intimation of an intention to seek:—

• (a) civil compensation of any nature,

• (b) civil damages of any nature, or

• (c) any award to be made pursuant to the provisions of the Solicitors Acts 1954 to 2008 for compensation or restitution to clients or any other obligations that may be imposed on solicitors to compensate or make restitution to clients by statute from time to time,

but for the avoidance of doubt, the term “Claim” does not include any claim for payment of costs incurred by an Insured in defending or resisting proceedings seeking an award against that Insured of the nature described in paragraph (c) of this definition where the Insurance, in accordance with the Minimum Terms and Conditions, excludes the Insurer’s liability to indemnify the Insured in respect of such costs;

“Claimant” means a person or entity that has made or may make a Claim (including a Claim for contribution or indemnity);

“Commercial Property Regulations” means the Solicitors (Professional Practice, Conduct and Discipline — Commercial Property Transactions) Regulations 2010;

“Coverage Period” means the period for which the Qualifying Insurance or the ARP coverage (as the case may be) held by a Firm affords cover;

“Defence Costs” mean legal costs and disbursements and investigative and related expenses reasonably and necessarily incurred with the consent of the Insurer in relation to a Claim including without limitation the costs of:—

• (a) defending any proceedings, or

• (b) conducting any proceedings for indemnity, contribution or recovery, or

• (c) investigating, reducing, avoiding or compromising any actual or potential Claim;

but the term “Defence Costs” does not include:—

• (i) any internal overhead expenses of the Firm or the Insurer or the cost of any Insured’s time, or

• (ii) any costs incurred by an Insured in defending or resisting proceedings seeking an award against that Insured of the nature described in paragraph (c) under the definition of “Claim” where the Insurance, in accordance with the Minimum Terms and Conditions, excludes the Insurer’s liability to indemnify the Insured in respect of such costs;

“Direction” shall have the meaning ascribed to it in clause 8.3;

“Employee” means any person, other than a Principal, employed or otherwise engaged in the Firm’s Practice, including, without limitation, solicitors, registered lawyers, other lawyers, trainee solicitors, consultants, associates, locum staff members, persons seconded to work in the Firm’s Practice or persons seconded by the Firm to work elsewhere, office and clerical staff or otherwise;

“Financial Institution” means any of the following:—

• (a) a credit institution as defined in section 2(1) of the 1995 Act,

• (b) a credit institution that is the holder of an authorisation for the purposes of Article 4(1) of Directive 2006/48/EC,

• (c) a retail credit firm authorised pursuant to section 31 of the 1997 Act,

• (d) a home reversion firm authorised pursuant to section 31 of the 1997 Act,

• (e) any other party that engages on a professional basis in the business of providing financial accommodation of any nature to another person,

• (f) any assignee of debt from an entity that has been engaged in the business of providing financial accommodation of any nature to another person, including without limitation, NAMA,

but, for the avoidance of doubt, does not include a Minister of the Government in the exercise of the functions, powers or duties of his office;

“Firm” means:—

• (a) any Partnership of two (2) or more lawyers (as constituted from time to time, whether before or during any relevant indemnity period) where such Partnership includes at least one (1) solicitor or registered lawyer and whether or not such Partnership includes non-registered lawyers, and

• (b) any sole practitioner being either a solicitor or registered lawyer, and including a sole practitioner who employs one (1) or more solicitors or registered lawyers, and a sole practitioner who is employed by a person who is not a solicitor or registered lawyer;

where the relevant partnership or relevant sole practitioner, as the case may be, carries on a practice;

“Firm’s Practice” means the practice carried on by the Firm, and includes the business of any trustee, nominee, service or administration company owned by the Principals of the Firm;

“Insurance” means the professional indemnity insurance or coverage required by each Firm pursuant to the Regulations;

“Insured” means, in respect of a Firm:—

• (a) the Firm,

• (b) each trustee, nominee, service or administration company owned by the Firm and/or the Principals of the Firm from time to time,

• (c) each director, officer or employee of any such company as is referred to in paragraph (b) above from time to time,

• (d) each Principal or former Principal of the Firm from time to time,

• (e) each Employee or former Employee of the Firm from time to time, or

• (f) the estate or legal personal representatives of any deceased former Principal or Employee of the Firm;

“Insurer” means the underwriter of the Insurance or the provider of the coverage the subject of the Minimum Terms and Conditions;

“Investment Advice” has the meaning ascribed to such term in the Regulations;

“Investment Business Service” has the meaning ascribed to such term in the Regulations;

“Law Society” means the Law Society of Ireland;

“Lead Insurer” means the Insurer named as such in the contract of Insurance but if contrary to clause 3.6.2 no Lead Insurer is named as such, means the first-named Insurer on the relevant certificate of insurance;

“Legal Services” means services of a legal or financial nature and includes any part of such services, and for the avoidance of doubt, includes (without limitation):—

• (a) any Investment Business Services or Investment Advice provided by a Firm,

• (b) acting as personal representative or trustee,

• (c) acting as notary public,

• (d) acting as commissioner for oaths,

• (e) acting as liquidator or receiver,

• (f) acting as company secretary,

• (g) acting as director of any company owned by the Principals of a Firm that provides trustee, nominee, administration or other services,

• (h) acting as arbitrator or mediator, and

• (i) acting on a pro bono basis;

“Minimum Terms and Conditions” means the minimum terms and conditions set out in Appendix 1 to the Regulations with which a Qualifying Insurance (or, in the case of a Qualifying Insurance provided as a co-insurance, any part thereof) underwritten by a Qualified Insurer is required by these Regulations to comply, or in the case of ARP coverage and run-off cover, such minimum terms and conditions, as varied by or pursuant to these Regulations, to apply in respect of such cover;

“Misconduct” has the meaning ascribed to such term in the Regulations;

“NAMA” means the National Asset Management Agency;

“Partner” means a partner in a Firm;

“Partnership” means an unincorporated firm;

“Policy” means a contract of professional indemnity insurance made between a Qualified Insurer (whether alone or in conjunction with other qualified insurers) and a Firm, and “Policies” shall be construed accordingly;

“Practice” means a business (which term includes any gainful occupation) or any part thereof consisting of the provision of Legal Services from an establishment in the State and where such Legal Services (as they involve the provision of legal advice) relate to the law of the State (including European Union law as it forms part of the law of the State);

“Preceding Practice” means each practice to which the Firm’s Practice is a Succeeding Practice;

“Principal” means:—

• (a) the sole practitioner of any Firm which during any indemnity period carries on or carried on business as a sole practitioner and includes a sole practitioner who employs or employed one (1) or more solicitors or registered lawyers,

• (b) every Partner of a Firm and every person held out as a Partner of a Firm that during any indemnity period carries on or carried on business as a Partnership;

“Regulations” means the Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) Regulations 2011, as the same may be amended from time to time;

“Qualified Insurer” means, in respect of an Indemnity Period, an Authorised Insurer which has entered into and duly executed a Qualified Insurers Agreement with the Law Society on or before 1 November immediately prior to the commencement of that Indemnity Period and which is effective to permit such Insurer to underwrite Qualifying Insurance;

“Qualified Insurers Agreement” means an agreement in such terms as the PII Committee may from time to time designate setting out the terms and conditions on which a Qualified Insurer may provide Qualifying Insurance to Firms in the State and the terms on which such Qualified Insurer shall participate in the Special Purpose Fund;

“Qualifying Insurance” means a Policy or Policies of insurance which (in the case of a single such Policy) includes the relevant Minimum Terms and Conditions or (in the case of a number of Policies) taken together include the Minimum Terms and Conditions in effect at the date of inception, extension, renewal or replacement of the Policy or Policies of insurance;

“Self-Insured Excess” means an amount that the Insured is required by the terms of any contract between the Insured and the Insurer to pay to the Claimant in the event of a Claim;

“Special Purpose Fund” has the meaning ascribed to it in the Regulations;

“Succeeding Practice” means a Practice that satisfies any one (1) or more of the following conditions in relation to another Practice (such other practice being a Preceding Practice for these purposes):—

• (a) it is expressly held out as being a successor to the practice or part thereof of the Preceding Practice, or

• (b) it is conducted by a Partnership that has a majority of Principals that are identical to those persons that were Principals of any partnership that conducted the Preceding Practice, or

• (c) it is conducted by a sole practitioner who was the sole practitioner conducting the Preceding Practice, or

• (d) it is conducted by a Partnership in which the sole practitioner conducting the Preceding Practice is a partner and where no other person has been held out as a successor to the Preceding Practice, or

• (e) the Partnership which, or sole practitioner who, conducts the practice has assumed the liabilities of the Preceding Practice,

but notwithstanding the foregoing a practice shall not be treated as a Succeeding Practice for the purposes of these Minimum Terms and Conditions pursuant to paragraphs (b), (c), (d) or (e) if another practice is or was held out by the owner of that other practice as the Succeeding Practice;

“the 1995 Act” means the Consumer Credit Act 1995 (as amended);

“the 1997 Act” means the Central Bank Act 1997 (as amended);

“the 2007 Regulations” means The Solicitors Acts 1954 to 2002 (Professional Indemnity Insurance) Regulations 2007 (Statutory Instrument No. 617 of 2007) as amended by The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) (Amendment) Regulations 2009 (Statutory Instrument No. 384 of 2009), The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) (Amendment No. 2) Regulations 2009 (Statutory Instrument No. 441 of 2009) and The Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) (Amendment) Regulations 2010 (Statutory Instrument No. 495 of 2010);

“Working Day” means every day, not including a Saturday, Sunday or public holiday, on which banks generally are open for the transaction of normal banking business in the State.

• (a) words and expressions shall have the same meaning and shall be construed consistently with the same words and expressions in the Solicitors Acts 1954 to 2008 (Professional Indemnity Insurance) Regulations 2011;

• (b) the Interpretation Act 2005 shall apply for the purpose of interpreting these Minimum Terms and Conditions as it applies to the interpretation of an act of the Oireachtas, except insofar as it may be inconsistent with the Solicitors Acts 1954 to 2008 or with these Minimum Terms and Conditions;

• (c) a reference in these Minimum Terms and Conditions to any directive, statute, statutory provision, statutory instrument or other similar instrument includes:—

• (i) any subordinate legislation made under it, and

• (ii) any provision which it has superseded or re-enacted (with or without modification) or amended, and any provision superseding it or re-enacting it (with or without modification) or amending it either before, at or after the date of commencement of these Minimum Terms and Conditions;

• (d) the singular includes the plural, and vice versa;

• (e) words denoting any gender include all genders and words denoting the singular include the plural and vice versa;

• (f) any reference to a person shall be construed as a reference to any individual, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two (2) or more of the foregoing;

• (g) references to a “company” include any body corporate;

• (h) headings are inserted for convenience only and shall not affect the interpretation of these Minimum Terms and Conditions; and

• (i) references to awareness of the Insured shall be limited to the actual knowledge of a Principal of the Firm, or any solicitor or registered lawyer employed by the Firm.

2 SCOPE OF COVER

The person insured under each Insurance must include, and coverage under the Insurance as joint insureds must extend to, all those persons and entities set out in clause 1 under the definition of “Insured”.

The Insurance must indemnify each Insured against civil liability incurred by an Insured arising from any provision of Legal Services provided that:—

• (a) a Claim in respect of such civil liability is:

• (i) first made against the Insured during the Coverage Period; and

• (ii) notified to the Insurer during the Coverage Period or within three (3) Working Days immediately following the end of the Coverage Period; or

• (b) a Claim in respect of such liability is first made during or after the Coverage Period and:

• (i) arises from Circumstances first notified to the Insurer during the Coverage Period; or

• (ii) arises from Circumstances first notified to the Insurer within three (3) Working Days immediately following the end of the Coverage Period provided that the Insured was aware of the Circumstances during the Coverage Period.

The Insurance must indemnify the Insured against Defence Costs in relation to:—

• (a) any Claim referred to in clauses 2.2, 2.4 and 2.5; and

• (b) any Circumstance referred to in clauses 2.2, 2.4 and 2.5,

and the Insurance shall provide that such Defence Costs will be met by the Insurer as and when they are determined, due and payable.

• (a) a Claim in respect of such liability is:

• (i) first made against an Insured during the Coverage Period; and

• (ii) notified to the Insurer during the Coverage Period or within three (3) Working Days immediately following the end of the Coverage Period; or

• (b) a Claim in respect of such liability is first made during or after the Coverage Period and:

• (i) arises from Circumstances first notified to the Insurer during the Coverage Period; or

• (ii) arises from Circumstances first notified to the Insurer within three (3) Working Days immediately following the end of the Coverage Period provided that the Insured was aware of such circumstances during the Coverage Period.

• (a) each Partnership or sole practitioner who carried on the Preceding Practice;

• (b) each trustee, nominee, service or administration company owned by the persons referred to in paragraph (a) from time to time;

• (c) each director or officer of any such company as is referred to in paragraph (b) above from time to time;

• (d) each Principal and former Principal of any Partnership referred to in paragraph (a);

• (e) each Employee and former Employee of any Partnership or sole practitioner or company referred to in paragraph (a) and (b); and

• (f) the estate or legal personal representatives of any person referred to in this clause 2.4.2 who is deceased or legally incapacitated.

• (a) a Claim in respect of such liability is:

• (i) first made against an Insured during the Coverage Period; and

• (ii) notified to the Insurer during the Coverage Period or within three (3) Working Days immediately following the end of the Coverage Period; or

• (b) a Claim in respect of such liability is made during or after the Coverage Period and:

• (i) arises from Circumstances first notified to the Insurer during the Coverage Period; or

• (ii) arises from circumstances first notified to the Insurer within three (3) Working Days immediately following the end of the Coverage Period provided that the Insured was aware of such circumstances during the Coverage Period.

• (a) each Partnership or sole practitioner who carries on the Succeeding Practice;

• (b) each trustee, nominee, service or administration company owned by the persons referred to in paragraph (a) from time to time;

• (c) each director or officer of any such company as is referred to in paragraph (b) above from time to time;

• (d) each Principal and former Principal of any Partnership referred to in paragraph (a);

• (e) each Employee and former Employee of any Partnership or sole practitioner or company referred to in paragraph (a) and (b); and

• (f) the estate or legal personal representatives of any person referred to in this clause 2.5.2 who is deceased or legally incapacitated.

3 MINIMUM LEVEL OF INSURANCE COVER

The Amount Insured for each and every Claim (exclusive of Defence Costs) must be at least €1,500,000 (one million five hundred thousand euro).

There must be no limit on the cover for Defence Costs.

The Insurance may provide that liability for Defence Costs in relation to a Claim that exceeds the Amount Insured is limited to the proportion of such Defence Costs that the Amount Insured bears to the total amount paid or payable to dispose of that Claim.

The Insurance must not exclude or limit the liability of the Insurer in respect of Claims arising from incidents, occurrences, facts, matters, acts and/or omissions that occurred prior to any specified date.

The Insurance may not apply any monetary exclusions or limits except as provided for by clauses 3.1 and 3.3 and where the Insurance is underwritten on a co-insurance basis, to the extent provided for in clause 3.6.2. For the avoidance of doubt, this clause 3.5 shall not be construed to prevent an Insured and an Insurer from agreeing that the cover shall provide for a Self-Insured Excess where this is otherwise permitted under these Minimum Terms and Conditions.

4 SELF-INSURED EXCESSES

The Self-Insured Excess (if any) applicable to the Insurance is a matter of contract to be determined between the Insurer and the Firm in each case.

In the event that an amount which is within the Self-Insured Excess is not paid by a Firm to a Claimant within 30 (thirty) Working Days of its becoming due, the Insurer must redress the default on the part of the Firm and make payment thereof to the Claimant, and in such circumstances, the Insurance may provide that the Insurer shall be entitled to recover any amount so paid from the Firm.

5 SPECIAL CONDITIONS

• (a) the Firm’s Practice is merged into a Succeeding Practice provided that the Succeeding Practice has Insurance in compliance with the Minimum Terms and Conditions as and to the extent prescribed by the Regulations, or

• (b) replacement Insurance complying with the Minimum Terms and Conditions as and to the extent prescribed by the Regulations commences (but only where any replacement Insurance is not or would not in the event of cancellation of the original Insurance be provided wholly or partly by the Special Purpose Fund).

Without prejudice to clause 6.17, the Insurance must provide that the Insurer is not entitled to avoid or repudiate the Insurance on any grounds whatsoever including, without limitation, where there has been non-disclosure or misrepresentation by the Insured, whether such non-disclosure or misrepresentation is or is alleged to be innocent, negligent or fraudulent.

The Insurance must provide:—

• (a) that any indemnity amount payable to the Insured by the Insurer must be paid only to the relevant Claimant or as the Claimant may direct, and

• (b) that the Insurer is not entitled to set off against any such indemnity amount any payment owing to the Insurer by the Insured, including, without limitation, any payment of premium due to, or any payment required to be made by the Insured to reimburse, the Insurer.

Save to the extent permitted under clause 6.4, the Insurance must provide that no rights of recovery available to a Firm under another policy of insurance may bar recovery under the Insurance.

Where there is a Succeeding Practice in relation to the Firm’s Practice during the Coverage Period, and as a result more than one (1) Qualifying Insurance covers a Claim or Circumstance, the Insurance may provide that contribution between Insurers shall be determined in accordance with the relative numbers of Principals of the owners of the respective constituent practices immediately prior to the relevant succession.

Subject to clause 2.2, the Insurer shall not on any grounds whatsoever, including but not limited to the following:—

• (a) any failure to notify a Claim or Circumstance within a prescribed period, or

• (b) any breach of any term or condition of the Insurance, or

• (c) any failure to pay any part of the premium in relation to the Insurance

be entitled to reduce or deny its liability under the Insurance, except in circumstances where a prescribed exclusion contemplated by clause 6 applies.

The Coverage Period must run from the date of inception of the relevant Insurance and must expire no later than 24 months from the date of inception of the relevant Insurance.

A Firm or an Insured shall not be required against its wish to contest the issue of liability in any legal or arbitration proceedings arising from any Claim unless a solicitor or a member of the Irish Bar (as mutually agreed upon between the Firm and the relevant Insurer, or failing agreement, to be appointed by the Chairman of the Bar Council of Ireland) shall advise that such proceedings or arbitration should be contested.

6 EXCLUSIONS

The Insurance must not exclude or limit the liability of the Insurer on any basis whatsoever save where and to the extent that any Claim or related Defence Cost is proved to have arisen from one (1) or a number of the matters set out in this clause 6.

The Insurance may exclude all and any liability of any Insured for causing death or bodily injury, save that the Insurance must cover liability for psychological injury or emotional distress (including but not limited to stress-related claims).

The Insurance may exclude liability of the Insurer to indemnify for any act or omission which results in or contributes to damage to, or destruction or physical loss of any property of any kind whatsoever, other than property in the care, custody or control of any Insured in connection with the Firm’s Practice and not occupied or used in the course of the Firm’s Practice, unless such liability is occasioned by the Insured being in breach of professional duty in the performance of or failure to perform Legal Services.

The Insurance may exclude liability in respect of Claims where another professional indemnity insurance contract for a period earlier than the Coverage Period entitles the Insured to be indemnified in respect of the same Claim. Save as specified in this clause 6.4, the Insurance must comply with clause 5.6.

The Insurance may exclude liability of the Insurer to indemnify all Insureds under the relevant Insurance to the extent that any civil liability or related Defence Costs arise from the dishonesty of or a fraudulent act or omission committed or condoned by any Insured.

The Insurance may exclude liability of the Insurer to indemnify any Insured against any trading loss or personal debt incurred by the Insured.

The Insurance may exclude liability of the Insurer to indemnify the Insured against any actual or alleged breach or other relief in respect of disputes relating to the membership of and rights and obligations relating to membership of, the Firm, or disputes relating to or arising out of the partnership agreement between any two (2) or more persons comprising or formerly comprising the Firm.

Save as specifically provided in this clause, the Insurance may generally exclude liability of the Insurer to indemnify the Insured against any loss occurring as a result of any process or proceedings brought against the Insured by or on behalf of the Law Society or any other person so entitled to ensure compliance with, or consequent on the breach (or alleged breach) by the Insured of any provisions of the Solicitors Acts 1954 to 2008 or any regulations made thereunder or in respect of Misconduct (including, for the avoidance of doubt, any costs incurred by an Insured in defending or resisting proceedings seeking an award against that Insured of the nature described in sub-clause (c) of the definition of “Claim”). However, the Insurance must specifically indemnify each Insured for any awards made under the provisions of the Solicitors Acts 1954 to 2008 for compensation or restitution to clients or any other obligations that may be imposed on solicitors or registered lawyers by statute from time to time to compensate or make restitution to clients.

The Insurance may exclude liability of the Insurer to indemnify the Insured against any liability arising in respect of a transaction where the Insured has acted as his or her own lawyer save and except where another solicitor or registered lawyer in the Firm concerned has bona fide acted at arm’s length for the Insured concerned in respect of any such transaction or where the Claim is by a bona fide third party in respect of such transaction.

The Insurance may exclude liability of the Insurer to indemnify the Insured against any loss occurring or any liability arising in connection with:—

• (a) any part of the Firm’s Practice carried on from offices of the Firm located outside the Republic of Ireland, or

• (b) any advice given or action taken or omitted to be taken by the Insured in relation to any law other than the law of the Republic of Ireland (for this purpose the law of the Republic of Ireland includes European Union law where the same forms part of the law of the Republic of Ireland).

The Insurance may exclude liability of the Insurer to indemnify the Insured against any Claim or Circumstance arising out of:—

• (a) a wrongful dismissal, or

• (b) any other alleged or actual breach, or any other relief in respect of any contract of employment (including but not limited to a stress-related claim brought by an Employee against a Firm where such claim arises out of the employment relationship between that Employee and the Firm),

where such dismissal or breach is alleged or such relief is sought against the Insured.

The Insurance may exclude liability of the Insurer to indemnify the Insured against:—

• (a) wrongful termination by the Insured of, or

• (b) any other actual or alleged breach by the Insured of, or

• (c) any other relief claimed against the Insured in respect of

any contract for supply to or use by the Insured of services and/or materials and/or equipment and/or other goods.

The Insurance may exclude liability of the Insurer to indemnify any natural person in their capacity as a director or officer of a company, other than an administration, nominee, service or trustee company in respect of which coverage is required to be extended pursuant to these Minimum Terms and Conditions, except that:—

• (a) the Insurance must cover any liability of that person which arises from a breach of duty in the performance of or failure to perform Legal Services, and

• (b) the Insurance must cover each other Insured against any vicarious or joint liability.

The Insurance may exclude liability of the Insurer to indemnify any Insured in respect of losses directly or indirectly caused by:—

• (a) war, riot, civil commotion and other hostilities,

• (b) terrorism,

• (c) asbestos or any actual or alleged asbestos related injury or damage involving the use, presence, existence, detection, removal, elimination or avoidance of asbestos or exposure to asbestos, and

• (d) ionising radiation or contamination by radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel; or from the radioactive, toxic, explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component thereof,

provided that in each case any such exclusion or endorsement does not exclude or limit any liability of the Insurer to indemnify the Insured against civil liability or related Defence Costs arising from any actual or alleged breach of duty in the performance of (or failure to perform) Legal Services or failure to discharge or fulfil any duty incidental to the Firm’s Practice.

Certain capitalised terms in this clause are defined in clause 6.16.

• (a) Undertakings to Financial Institutions in respect of Commercial Property Transactions before 1 December 2009

The Insurance may exclude the liability of the Insurer to indemnify all Insureds under the relevant Insurance in respect of Claims arising directly or indirectly as a result of the provision by any Insured of a Relevant Undertaking in the course of a Commercial Property Transaction, before 1 December 2009, to a Financial Institution or to any director, officer, employee, agent or advisor of a Financial Institution, where:—

• (i) the Relevant Undertaking was given by that Insured (acting either for a client borrower alone, or for a client borrower and a Financial Institution jointly) in connection with the provision by the relevant Financial Institution of financial accommodation to that Insured’s client to permit that client to effect the relevant Commercial Property Transaction; and

• (ii) such Claims are made by a Financial Institution; and

• (iii) to the extent that the Insurer can demonstrate (and for the avoidance of doubt, the burden of proof in this regard shall rest with the Insurer) any civil liability or related Defence Costs arise from any dishonest, fraudulent, criminal or malicious act or omission by that Insured, or any acts or omissions which were done by that Insured knowing them to be wrongful.

For the avoidance of doubt, nothing in this clause 6.15(a) shall be construed to permit liability to be excluded in circumstances where any Relevant Undertaking is provided to a Financial Institution in the course of the Insured’s sole representation of that Financial Institution as the Insured’s own client.

• (b) Undertakings to Financial Institutions in respect of Commercial Property Transactions on or after 1 December 2009 but before 1 December 2010

The Insurance may exclude the liability of the Insurer to indemnify all Insureds under the relevant Insurance in respect of Claims arising directly or indirectly as a result of the provision by any Insured of a Relevant Undertaking in the course of a Commercial Property Transaction, on or after 1 December 2009, to a Financial Institution or to any director, officer, employee, agent or advisor of a Financial Institution, where the Relevant Undertaking was given by that Insured (acting either for a client borrower alone, or for a client borrower and a Financial Institution jointly) in connection with the provision by the relevant Financial Institution of financial accommodation to that Insured’s client to permit that client to effect the relevant Commercial Property Transaction.

For the avoidance of doubt nothing in this clause 6.15(b) shall be construed to permit liability to be excluded in circumstances where any Relevant Undertaking is provided to a Financial Institution in the course of the Insured’s sole representation of that Financial Institution as the Insured’s own client.

• (c) Undertakings in breach of the Commercial Property Regulations on or after 1 December 2010

The Insurance may exclude the liability of the Insurer to indemnify all Insureds under the relevant Insurance in respect of Claims arising directly or indirectly as a result of any Insured acting in breach of the Commercial Property Regulations.

For the purposes of clause 6.15 the following terms have the following meanings:

“Accountable Trust Receipt” has the meaning ascribed thereto in the Commercial Property Regulations;

“Certificate of Title” has the meaning ascribed thereto in the Commercial Property Regulations;

“Commercial Development” has the meaning ascribed thereto in the Commercial Property Regulations;

“Commercial Property Transaction” has the meaning ascribed thereto in the Commercial Property Regulations;

“Relevant Person” has the meaning ascribed thereto in the Commercial Property Regulations;

“Relevant Undertaking” has the meaning ascribed thereto in the Commercial Property Regulations;

“Representative” has the meaning ascribed thereto in the Commercial Property Regulations;

“Residential Property” has the meaning ascribed to such term in the Commercial Property Regulations;

“Residential Property Transaction” has the meaning ascribed thereto in the Commercial Property Regulations;

“Solicitor” has the meaning assigned to it in Section 3 of the Solicitors (Amendment) Act, 1994 and includes two (2) or more Solicitors acting in partnership or association; and

“Undertaking” has the meaning ascribed to such term in the Commercial Property Regulations.

The Insurance may exclude liability of the Insurer to indemnify all Insureds under the relevant Insurance in respect of any Claim by a Financial Institution in circumstances where the Insurer can demonstrate (and for the avoidance of doubt, the burden of proof in this regard shall rest with the Insurer) that any Insured was guilty of any material misrepresentation or material non-disclosure in placing the Insurance, save that liability shall not be excluded on the grounds of innocent misrepresentation or innocent non-disclosure on the part of the Insured. For the avoidance of doubt, the effect of this clause 6.17 shall be that no such Claims shall be valid as against a Qualified Insurer.

7 GENERAL CONDITIONS

The Insurance may contain such general conditions as are agreed between the Insurer and the Firm, but the Insurance must provide that the special conditions required by clause 5 prevail in the event of any inconsistency.

The Insurance may provide that each Insured will reimburse the Insurer for Defence Costs advanced on that Insured’s behalf that the Insurer is not ultimately liable to pay.

The Insurance may provide for those persons who are Principals of the Firm at any time during the Coverage Period to reimburse the Insurer for any Self-Insured Excess paid by the Insurer on an Insured’s behalf.

The Insurance may provide that each Insured will reimburse the Insurer following resolution of any coverage dispute for any amount paid by the Insurer on that Insured’s behalf that, on the basis of the resolution of the dispute, the Insurer is not ultimately liable to pay.

The Insurer shall provide a report (a “Claims Report”) to any Firm to which it has issued a Policy either in the then current or in any previous Indemnity Period, within a reasonable time from receiving a request to do so, setting out (as applicable), as at the date specified in the Claims Report:—

8 DISPUTE RESOLUTION

The Insurance must contain the following arbitration clause:

All disputes and differences arising under or in connection with this Policy shall be referred to the decision of a sole arbitrator to be agreed between the parties or, failing agreement between the parties within 14 (fourteen) days of either party having made a request in writing to the other party to concur in the appointment of an arbitrator, a person to be nominated by the Chairman for the time being (or failing the Chairman any other member of the Committee) of the Chartered Institute of Arbitrators (Irish Branch) upon the application of either party.

Every or any such reference shall be deemed to be a submission to arbitration within the meaning of the Arbitration Act 2010 or any act or statutory provision amending same and shall be an arbitration conducted in Dublin, Ireland in the English language and governed by the Arbitration Act 2010 .

The Insurance must provide that any dispute between the Insured and the Insurer as to coverage of any Claim or Circumstance under the Insurance shall be heard and determined in conjunction with any other related dispute between any insured party and that party’s insurer.

The Insurance must provide that, pending resolution of any coverage dispute and without prejudice to any issue in dispute, the Insurer shall if so directed by the Law Society conduct any Claim against the Insured, advance Defence Costs to the Insured and if appropriate compromise and/or pay any Claim against the Insured, such a direction by the Society to be known as a Direction. The Society may make such a Direction if it is satisfied, in its absolute discretion, that:—

The Insurance may provide that the Insured shall be required to afford reasonable co-operation to the Insurer in relation to the handling of any Claim against the Insured, subject to the Insurer agreeing to meet the Insured’s reasonable costs of such co-operation, and the Insurance may further provide that the Insurer shall be entitled to recover from the Insured by way of damages a sum equal to the Insurer’s loss arising from or connected with the Insured’s failure to co-operate as required by the Insurance. For the avoidance of doubt, the Insurance may not permit the Insurer to refuse to pay any claim, or to cancel, terminate or avoid the Insurance, due to the Insured’s failure to co-operate as required by the Insurance.

APPENDIX 2

RISK MANAGEMENT AUDIT TERMS OF REFERENCE

• (a) Each risk management audit report should estimate the number of files held by the firm and break these down statistically, giving the percentage of total files and the percentage of gross fees of the firm falling under such different categories of business as may be appropriate.

• (b) Each risk management audit report should give an account of the methods of file maintenance and post and communications delivery used by the firm and should confirm:—

• (i) that all filing is up to date and is contained in fire-proof storage facilities; and

• (ii) that provision has been made for back-up storage of all electronic files and communication records held by the firm.

• (c) Each risk management audit report should give details of any diary system used by the firm and set out details of how the diaries of any solicitor, registered lawyer, principal or other person employed by or engaged in the practice of the firm (including any consultants) is managed and monitored during any absences.

• (d) Each risk management audit report should set out a list of the principals of the firm and of every staff member employed by or engaged in the practice of the firm (including any consultants) and should list and summarise:—

• (i) their roles and years of service;

• (ii) their qualifications;

• (iii) any other relevant information.

• (e) Each risk management audit report should include an account of interviews held with each principal of the firm and any other staff member employed by or engaged in the practice of the firm believed by the risk management auditor to be relevant to obtain a proper view of the levels of risk management pertaining within the firm.

• (f) Each risk management audit report should include a list of the files closed within the firm during the 12 months preceding the date of the risk management auditor’s visit to the firm and these files should be examined by the risk management auditor to obtain a summary view of them from a risk management perspective.

• (g) Each risk management audit report should include an account of an examination by the risk management auditor of the firm’s accounting system, indicating that access to ledgers, account cards or any relevant electronic record storage system was obtained, and further indicating any areas of concern that arise from a risk management perspective.

• (h) Each risk management audit report should indicate whether a centralised record of undertakings given by the firm is maintained, and should include an examination of such record, indicating any areas of concern that arise from a risk management perspective.

• (i) Each risk management audit report should give an account of any files identified by the risk management auditor as being of concern from a risk management perspective, and should report as to the extent of liability involved in each case.