Page | 1 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

COMPREHENSIVE LIABILITY COVER FOR SPORT COACHING / FITNESS TRAINING AND RELATED PROFESSIONALS

(CLAIMS MADE BASIS)

PLEASE READ THE FOLLOWING:

Application for insurance

The Insured, as named in the Schedule, having applied to the Insurer for the Insurance and having agreed that any Proposal or other information supplied by the Insured or on his behalf shall be the basis of this contract of insurance, the Insurer agrees, in consideration of the payment of the premium, to indemnify the Insured as provided for within the Insuring Agreements of each Section of this Policy subject to the terms, Exclusions and Conditions of this Policy.

The Insured has provided the Insurer with a Proposal and other information which shall form the basis for this Insurance Cover and, in consideration of payment of the premium, the Insurer shall indemnify the Insured during the Insured period up to the Limit of Indemnity subject to the Terms, Exclusions and Conditions of this Policy read together with the Schedule.

Claims Made

The Insurer is under no obligation to indemnify the Insured, unless the Wrongful Act first takes place on or after the Retroactive Date; and is committed solely in the performance of or failure to perform Professional Services and this policy will only apply to Claims first made against the Insured by a Third-Party and reported to the Insurer during the Period of Insurance.

This is a Claims Made aggregate certificate. Defence costs and Disciplinary hearing costs are included within the Limit of Indemnity as provided in the Schedule.

First amount payable

The amounts stated in the Schedule applicable to each and every Claim or series of Claims arising out of an Occurrence for which the Insureds shall be responsible and shall remain uninsured.

Limit of Indemnity

The total maximum liability for all and any Claim and/or Loss in the Period of Insurance shall be subject to and shall not exceed the Limit of Indemnity stated in the schedule irrelevant to the number of Insureds enjoying cover under this policy.

Should any Limit of Indemnity be altered during the Period of Insurance, then the previous Limit of Indemnity shall apply to all Claims reported or deemed to have been made prior to the effective date of such alteration.

The Limit of Indemnity available to pay judgments or settlements shall be reduced by amounts incurred for Defence Costs.

CONTENTS

DEFINITIONS AND INTERPRETATIONS

SECTION A PUBLIC LIABILITY

SECTION B POLLUTION LIABILITY

SECTION C PROFESSIONAL INDEMNITY

SECTION D EMPLOYERS LIABILITY

SECTION E INCIDENTAL MEDICAL MALPRACTICE

GENERAL EXCLUSIONS

GENERAL CONDITIONS Page | 2 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

DEFINITIONS AND INTERPRETATIONS

Various words and phrases have a standard meaning within this Policy and such meanings are defined in this section. Where a more general meaning applies this will be apparent from the way it is used in this Policy.

In any instance where there is conflict, Specific conditions shall override General conditions.

The titles and headings to the various paragraphs and sections in this Policy, including endorsements attached, are included solely for ease of reference and do not in any way limit, expand or otherwise affect the provisions of such paragraphs and sections to which they relate.

Any One Claim / Each and Every Claim

means an unlimited indemnity during the Period of Insurance, however all Claims, regardless of their number or the identity of the claimants or whether attributable to separate contracts or mandates arising from or out of,

1. a) the same negligent act, error, omission, misrepresentation, misstatement, breach, or infringement,
2. b) the dishonest, fraudulent, malicious, or criminal acts or omissions of any one person, or any number of people acting in collusion,
3. c) an originating cause of destruction, loss, mislaying of or damage due to theft or access of Third-Party Documents and Property,

shall always be regarded as one Claim under this contract and such Claim shall always be subjected to the Limit of Indemnity of the Policy.

Breach of Duty means any actual or alleged negligent act, error, omission, misstatement, misleading statement, or breach of duty in the performance of or failure to perform Professional Services.

Business the Insured’s business activities as declared and the related activities, acting as such professional and any other business as may be specifically stated in the Schedule subject to the insured having the requisite training and/or license and/or registration as required by law.

Claim(s) means any: (i) written demand or (ii) civil or administrative proceeding, that seeks Damages as a result of a Wrongful Act.

Circumstance means knowledge of an event, or series of events arising out of one originating cause, which ought reasonably to lead to the conclusion that a Claim may be made against the Insured and is the subject of indemnity provided under this Policy.

Damage "Damage" shall mean loss of possession or control of or actual physical damage to tangible property;

Damages means any amount that an Insured shall become legally liable to pay to a Third-Party in respect of judgments rendered against an Insured, or for settlements agreed to by the insurer or which complies with the terms of this cover as expressed in the policy wording and or schedule.

Deductible the amount stated in the Schedule as the First Amount Payable to be borne by the Insured and the Insurer shall only be liable for the amount of Loss arising from a claim against this Policy which is in excess of the First Amount Payable which shall remain uninsured

Defence Costs means all costs, reasonable fees and expenses incurred by or on behalf of the Insured with the prior written consent of the Insurer in the investigation, defence, adjustment, settlement or appeal of any Claim including any inquests. Defence Costs will not include any internal or overhead expenses of any Insured or the cost of any Insured's professional time.

Documents means all documents of any nature whatsoever including computer records and electronic or digitized data; but does not include any currency, negotiable instruments, or records thereof.

Due Date will be the first day of each calendar month where the premium is payable monthly unless otherwise agreed to by Insurer or the first day of each twelfth calendar month where the policy is paid annually.

Employee any person currently (or who at the time of the Circumstance was) employed under a contract of service with the Insured including partners, executive and nonexecutive directors, consultants, and temporary employees employed by the Insured.

Fraud/Dishonesty means fraudulent or dishonest conduct of an Employee:

1. a) not condoned, expressly or implicitly by the Policyholder or any Subsidiary, and
2. b) that results in liability to the Policyholder or any Subsidiary.

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Infringement means an unintentional infringement of any intellectual property right of any Third-Party, other than patents and Trade Secrets.

Insured means:

1. a) any person or persons, company, or other entity as listed as Insured in the Schedule acting as a director, member, partner, or copyright
2. b) of the Business and
3. c) includes their predecessors in that specific business who acted as director, member, partner, or principal; and any person who becomes a director, member, partner or principal during the Period of Insurance, but limited to the extent that liability only attach to the Insured.

Insurer means the insurance company and or Insurer as specified in the Certificate or Schedule as follow:

Western Administration Services (Pty) Ltd

5th Floor, The Edge, 3 Howick Close,

Tygerfalls Office and Residential Park, Bellville, Cape Town, 7530

Registration No. - 2002/026492/07;

FAIS Registration - FSP 9465;

Website: www.westnat.com

Injury "Injury" shall mean death, bodily injury, illness, or disease of or to any person;

In the Aggregate where this term appears it shall mean: the maximum amount payable in respect of all claims made during the period of insurance shall not exceed in the aggregate, the limit of indemnity specified in the Schedule.

Limit of Indemnity means the sum stated in the Schedule which is the maximum amount applicable to any and all Claims, inclusive of all costs and expenses including Defence Costs, for which indemnity is provided under this Policy. The Insurer’s aggregate liability during the Period of Insurance shall not exceed the Limit of Indemnity.

Loss means Damages and Defence Costs.

Occurrence means an event or series of events or continuous or repeated exposure to the same or similar set of conditions giving rise to a Claim, or any number of Claims and such Claims shall be deemed to be first made on the date the earliest of such Claims is first made regardless of whether such date is before or during the Period of Insurance.

Period of Insurance means the period stated in the schedule inclusive of both the inception date and the date of cancellation of the policy, which is descried in the General Conditions.

Policyholder means the entity or natural person specified as such in the Schedule.

Pollutants means, but is not limited to, any solid, liquid, biological, radiological, gaseous, or thermal irritant or contaminant whether occurring naturally or otherwise, including asbestos, smoke, vapour, soot, fibers, mold, spores, fungus, germs, fumes, acids, alkalis, nuclear or radioactive material of any sort, chemicals, or waste. "Waste" includes, but is not limited to, material to be recycled, reconditioned, or reclaimed.

Pollution "Pollution" shall mean any pollution or contamination of the atmosphere or of any water, land, or other tangible property through the creation of noise; radiation; electricity; temperature fluctuations and odors. It shall also include but not limited to emission or discharge; seepage or dispersal of any material that will give rise to any contamination, pollution or the like to air, land and water.

Premium means the amount specified as such in the Schedule and any premium adjustment reflected in an endorsement to this policy.

Product "Product" shall mean any tangible property after it has left the custody or control of the Insured which has been designed, specified, formulated, manufactured, constructed, installed, sold inclusive of any advice or information given at promotion of the product, supplied, distributed, treated, serviced, altered or repaired including related advice or the dissemination of advice by or on behalf of the Insured, but shall not include food or drink supplied by or on behalf of the Insured primarily to the Insured’s employees as a staff benefit.

Proposal “Proposal” shall mean a written proposal made by or on behalf of the Insured to the Underwriters for the insurance enacted through this Certificate, which shall include all supporting documentation inclusive of Page | 4 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

email correspondence but not limited to, declarations, forms or information upon which the Underwriters have based their proposal to offer cover and, where a special form such as a quotation or presentation has been used for the purpose, during the date off business between Underwriter and Insured as stated in the Schedule.

Retroactive Date means the date specified as such in the Schedule.

Schedule means the schedule attaching to this Policy which shall incorporate all Endorsements and Extensions.

Statutory Defence Cost

“Statutory defence cost” will indemnify the Insured under Section A in respect of legal costs, fees and expenses incurred with the consent of the Underwriters in the defence of any criminal action brought against the Insured as a result of the alleged contravention of any Statute, other than Statutes governing the ownership or use of motor vehicles, the Labour Practice Act No.28 of 1956 or the Companies Act No.61 of 1973, governing the conduct of the Business and as read in conjunction with the Criminal Procedure act No.56 of 1955.

Territorial Limits Anywhere in the world but not in connection with:

1. a) any business carried on by the Insured at or from premises outside; or
2. b) any contract for the performance of work outside; the Republic of South Africa, Namibia, Botswana, Lesotho, Swaziland, Zimbabwe and Malawi.

Third-Party means any entity or natural person; provided, however, Third-Party does not mean:

a) any Insured; or

b) any other legal entity or natural person having a financial interest or executive role in the operation of the Policyholder or any Subsidiary.

United States and/or Canada means the United States of America and/or Canada and/or their respective possessions or protectorates and/or any country which operates under the laws of the United States of America or Canada.

Vehicle means a land vehicle (including any machinery or apparatus attached thereto) whether or not subject to motor vehicle registration and whether or not self-propelled, including railway locomotives and rolling stock.

Wrongful Act means any act, error, omission, misstatements, misleading statements, Infringement, defamation, or Breach of Confidentiality where the Insured becomes legally liable to pay in the scope or course to perform Professional Services. Page | 5 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

OPERATIVE CLAUSE

Whereas the Insured named in the Schedule has made to Underwriters a Proposal which is hereby agreed to be the basis of this Certificate,

The Underwriters will indemnify the Insured, in consideration of the payment of the Premium stated in the Schedule, against the Insured’s liability to pay damages, including claimants' costs, fees and expenses, in accordance with the law of any country but not where the action is brought in a court of law in or any judgment, award, payment, settlement or proceedings are made within territories which operate under the laws of the United States of America or where any order or proceedings are made anywhere in the world to enforce such judgment, award, payment or settlement either in whole or in part.

This indemnity applies only to such liability as is set out in each insured Section of this Certificate arising in the ordinary course of the Business specified in the Schedule, subject always to the terms and conditions of such Section and of the Certificate as a whole. Only those Sections where an amount has been inserted under Limit of Liability in the Schedule are insured.

1. DEFENCE COSTS

Subject always to Limit of Liability, the Underwriters will pay all reasonable legal costs and expenses incurred by the Insured with Underwriter's prior consent

1. a) in the investigation, defence or settlement of and/or
2. b) as a result of representation at any inquest, inquiry or other proceedings in respect of matters which have a direct relevance to any occurrence which forms or could form the subject of indemnity by this Certificate ("Defence Costs").

2. INDEMNITY TO OTHERS

The indemnity granted extends at the request of the Insured to:

1. a) any party who enters into an agreement with the Insured for any purpose of the Business, but only to the extent required by such agreement to grant indemnity;
2. b) officials of the Insured in their business capacity for their liability arising out of the performance of the Business and/or in their private capacity arising out of their temporary engagement of the Insured's employees;
3. c) the officers, committee and members of the Insured’s canteen, social, sports, medical, firefighting and welfare organisations in their respective capacity as such;
4. d) the personal representatives of the estate of any person indemnified by reason of this Clause 4 in respect of liability incurred by such person;
5. e) liability assumed by the Insured under a contract entered into with any security firm and arising out of any willful or negligent acts or omissions of employees of the security firm whilst undertaking any duties in terms of the contract;

provided always that all such persons or parties shall observe, fulfil and be subject to the terms, conditions, and exclusions of this Certificate as though they were the Insured.

3. CROSS LIABILITIES

Each person or party specified as an Insured in the Schedule is separately indemnified in respect of claims made against any of them by any other such person or party, subject to Underwriters' total liability not exceeding the stated Limit of Liability.

4. LIMIT OF LIABILITY

Regardless of the number of Insured’s, additional Insured’s or entities comprising an Insured or the number of claims or claimants or any other reason whatsoever, Underwriter's liability to pay damages, including claimants' costs, fees and expenses, shall not exceed the sum stated in the Schedule against each Section in respect of any one occurrence or series of occurrences arising from one originating cause and in the aggregate where so stated in the schedule during the period of insurance. The limits of indemnity as stated are in excess of the deductible.

The limit applicable to any claim will be the limit stated in the certificate at the date of the occurrence of the event that led to the claim.

Where applicable will Value Added Tax be included in all settlements made.

Should liability arising from the same originating cause form the subject of indemnity by more than one Section of this Certificate, each Section shall be subject to its own Limit of Liability, provided always that the total amount of Underwriters' liability shall not exceed the single greatest Limit of Liability available under the Sections providing indemnity.

The total liability of the Underwriters under this Extension shall not exceed the Limit of Liability in respect of in respect of all claims made against the Insured during any one twelve-month period of insurance, period initially commencing on the Effective Date stated in the Schedule and then on the Anniversary Date stated in the Schedule. Page | 6 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

SECTION A - PUBLIC LIABILITY

(Claims made basis)

(Automatically included in the main limit of indemnity)

5. SECTION A - INDEMNITY

The Insured is indemnified by this Section in accordance with the Operative Clause for:

Injury or damage which occurred in the course of or in connection with the business provided that:

1. a) it occurred within the Territorial Limits and
2. b) it occurred on or after the retroactive date shown in the Schedule and
3. c) it results in a claim or claims first being made against the Insured in writing during the period of insurance and
4. d) the Insured becomes legally liable to pay Damages.

6. SECTION A - EXCLUSIONS

This Section does not cover liability forthcoming from:

6.1 Aircraft & Watercraft

Liability arising directly or indirectly out of the ownership, possession or use by or on behalf of the Insured of any aircraft, spacecraft, watercraft, or hovercraft (other than watercraft not exceeding five meters in length and then only whilst on inland waterways). Liability is also excluded regarding any other aviation or water based ancillary commercial services, inclusive but not only to harbor or jetty facilities, or landing strips or helipads.

6.2 Care, Custody & Control

Liability for Damage to property owned, leased, or hired by or under hire purchase or on loan to the Insured or otherwise in the Insured's care, or custody, or control other than;

1. a) (i) property belonging to the Insured;

(ii) premises or the contents thereof temporarily occupied by the Insured for work therein or thereon but no indemnity is granted for Damage to that part of the property on which the Insured is working and which arises out of such work;

1. b) that part of any property on which the Insured is or has been working if such damage results directly from such work.
2. c) clothing and personal effects belonging to employees and visitors of the Insured;
3. d) premises tenanted by the Insured to the extent that the Insured would be held liable in the absence of any specific agreement;

1. e) Property belonging to Transnet Limited or their Subsidiary companies, or any governmental or quasi-governmental department, provincial administration, municipality or similar body whilst on any premises permanently occupied by the Insured.

6.3 Compulsory Vehicle Insurance

Liability for which is the subject of statutory or similar legislation controlling the possession or use of motor vehicles or trailers and in respect of which liability:

1. a) the Insured is compelled to effect insurance or otherwise furnish security, or
2. b) the State or other governmental authority has accepted responsibility.

6.4 Employees

Liability consequent upon injury to any employee arising from and in the course of employment by the Insured.

6.5 Motor Vehicles

Liability arising directly or indirectly out of the ownership, possession or use of any motor vehicle or trailer by or on behalf of the Insured, other than liability:

1. a) caused by the use of any tool or plant forming part of or attached to or used in connection with any motor vehicle or trailer;
2. b) arising beyond the limits of any carriage way or thoroughfare and caused by the loading or unloading of any motor vehicle or trailer;
3. c) for Damage to any bridge, weigh bridge, road or anything beneath caused by the weight of any motor vehicle or trailer or the load thereon;
4. d) arising out of any motor vehicle or trailer temporarily in the Insured’s custody or control for the purpose of parking;
5. e) arising out of the possession or use by the Insured of any vehicle or trailer belonging to Transnet Limited, or their subsidiary companies, or any government or quasi-government department, provincial administration, municipality, or similar body whilst on any premises permanently occupied by the Insured.

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6.6 Professional advice

Liability consequent upon injury or damage caused by or through or in connection with any professional advice or treatment (other than first aid treatment) given or administered by or at the direction of the Insured.

6.7 Products

Liability consequent upon injury or damage caused by or through or in connection with any product other than food and drink provided for consumption on the premises of the Insured.

6.8 Vibration and removal of support

Liability consequent upon damage caused by vibration or by the removal or weakening of or interference with support to any land, building or other structure.

6.9 Work by contractors

Liability consequent upon performing Contract Work by a contractor unless stated in the Schedule

6.10 Unlawful competition

Liability consequent upon Injury or damage arising out of the deliberate, conscious and intentional disregard by the Insured’s management of the need to take reasonable precautions to prevent any event or circumstance which may give rise to a claim.

Any claim or claims whether actual or alleged howsoever arising in connection with or based upon or arising from or in any way involving actual or alleged unlawful competition, unfair practices, abuse of monopolistic power, cartel activities or as may otherwise arise from or be based upon or relate to any breach of a provision of the Competition Act no. 89 of 1998 (as amended) or any similar provision, act or regulation as may be in force in any jurisdiction or country in which the Insured’s liability arose.

6.11 USA and Canada judgments, awards or settlements

Liability consequent upon damages in respect of judgments, award or settlement made within the United States of America or Canada (or to any order made anywhere in the world to enforce such judgment, award or settlement either in whole or in part). For the purpose of this Specific Exception “damages” shall be deemed to include costs and expenses of litigation recovered by any claimant from the Insured.

7. SECTION A – EXTENSIONS

The following extensions are covered under this section:

7.1 Additional Insured

The Company will also, as though a separate policy had been issued to each, indemnify:

1. a) in the event of the death of the Insured, any personal representative of the Insured in respect of liability incurred by the Insured;
2. b) any partner or director or employee of the Insured (if the Insured so requests) against any claim for which the Insured is entitled to indemnity under this insurance;
3. c) to the extent required by the conditions of any contract (and notwithstanding General Exclusion 5), and in connection with any liability arising from the performance of the contract, any employer named in any contract entered into by the Insured for the purposes of the business;
4. d) in respect of the activities of any social or sports club, welfare organisation, first aid, fire or ambulance service, canteen, or the like, belonging to or formed by the Insured for the benefit of their employees and i) any officer or member thereof;
5. ii) any visiting sports team or member thereof,

provided that the aggregate liability of the Company is not increased beyond the limits of indemnity stated in the schedule;

1. e) any person or organisation to which this extension applies is not entitled to indemnity under any other policy;
2. f) the indemnity under (a), (b) and (c) applies only in respect of liability for which the Insured would have been entitled to indemnity if the claim had been made against the Insured.

For the purposes of this extension, the Company waives all rights of subrogation or action which they may have or acquire against any of the above, and each party to whom the indemnity hereunder applies shall observe, fulfil and be subject to the terms, exceptions, and conditions (both general and specific) of this insurance in so far as they can apply.

7.2 Car parks

Notwithstanding the provisions of specific exception 6.5, the Company will indemnify the Insured in respect of liability as herein provided arising from loss of or damage to vehicles and their contents and accessories, the property of tenants, customers, visitors, or employees of the Insured using parking facilities provided by the Insured. Page | 8 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

1. 1. a) the insolvency of the Insured;
   2. b) financial services and/or cost estimates provided by or on behalf of the Insured;
   3. c) defamation;
   4. d) design, formula, supervision, treatment or advice given by or on behalf of the Insured in exchange for a fee or benefit of any kind;
   5. e) technical information or advice given in connection with a product unless the extension for Products Liability is included in the Schedule.
   6. f) If at the time of any event giving rise to a claim under this Extension, indemnity is also provided under any other insurance, this Extension shall not be drawn into contribution with such other insurance except in respect of any excess over and above the amount payable by such other insurance. g) which is insured by or would, but for the existence of this section, be insured by any other policy or policies effected by the Insured;
   7. h) as falls within the scope of any compulsory Third-Party insurance legislation, notwithstanding that no such insurance is in force or has been affected.

7.3 Emergency medical expenses

The Company will indemnify the Insured for all reasonable expenses incurred by the Insured for such immediate medical treatment as may be necessary at the time of an accident-causing injury to any person who may be the subject of a claim for indemnity by the Insured in terms of this section.

7.4 Employees’ and visitors’ property

Specific Exception 6.2 a) (ii) shall not apply to property belonging to any partner, director or employee of the Insured or any visitor to the Insured’s premises.

7.5 Gratuitous advice

Notwithstanding anything to the contrary contained in Specific Exception 3(a) the Company will indemnify the Insured in respect of the defined events caused by the unintentional failure of the Insured to perform the legal duty to exercise due care owed to another person or party in providing technical information or advice to such person or party provided that this Section does not cover liability arising out of:

7.6 Tenant’s liability

Specific Exceptions 6.2 a) (ii) of this Section shall not apply to premises occupied by the Insured as tenant (but not as the owner) thereof.

7.7 Tool of trade

Specific Exception 6.5 shall not apply to the operation as a tool of any vehicle or plant forming part of such vehicle or attached thereto provided that the Company shall not be liable hereunder in respect of so much of any liability as falls within the scope of any form of motor insurance or compulsory third party insurance legislation, notwithstanding that no such insurance is in force or has been effected, nor shall the Company be liable where any other form of motor insurance has been effected by the Insured covering the same liability.

7.8 Unattached trailers

Specific exception 6.5 shall, as far as it relates to trailers, not apply in respect of any trailer that was attached to any mechanically propelled vehicle that became unintentionally detached from that vehicle, provided that the Company shall not be liable hereunder in respect of so much of any liability:

7.9 Wrongful arrest and defamation

The defined events are extended to include damages:

1. a) resulting from wrongful arrest (including assault in connection with such wrongful arrest);
2. b) in respect of defamation,

provided always that the limits of indemnity as stated shall not exceed the limit stated in the schedule under each of (a) and (b) and the same limit as per the schedule in any one (annual) period of insurance. Page | 9 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

SECTION B: POLLUTION

(Claims made basis)

(Automatically included in the main limit of indemnity)

(Automatically included in Section A limit of indemnity)

8. SECTION B - INDEMNITY

Liability consequent upon:

1. a) liability in respect of injury, damage or loss of use of property directly or indirectly caused by pollution;
2. b) the cost of nullifying or cleaning up substances resulting from pollution,

provided that this exception shall not apply where such pollution is caused by a sudden, unintended, and unforeseen occurrence.

This exception shall also not extend the Policy to cover any liability which would not have been insured under this Policy in the absence of this Exception.

SECTION C – PROFESSIONAL INDEMNITY

(Claims made basis)

(Automatically included in the main limit of indemnity)

9. SECTION C – INDEMNITY

The Insured is indemnified by this Section in accordance with the Operative Clause against all sums which the Insured becomes legally liable to pay arising from any claims made against the Insured during the period of the policy as a direct result of any negligent act, error or omission in the conduct of the Insured's Business, as stated in the proposal form.

If during the period of the policy the Insured become aware and notify Underwriters of a circumstance which Underwriters accept is likely to give rise to a claim against them, then any claim which may subsequently be made against the Insured arising out of such a circumstance shall be deemed to have been made during the period of the policy.

10. SECTION C - EXCLUSIONS

This Section does not cover liability:

1. a) which forms the subject of indemnity by any other section of this insurance and this section shall not be drawn into contribution with such other section;
2. b) for or arising out of claims made by one Insured against another unless emanating from an independent Third- Party;
3. c) for or arising out of liquidated damage clauses, penalty clauses or performance warranties unless liability would have attached in the absence of such clauses or warranties;
4. d) for fines, penalties, punitive, multiple or exemplary damages;
5. e) arising from any claim forthcoming from an employee based on an alleged unfair employment practice of any kind, including sexual related harassment claims;
6. f) for any claim related to the loss of money in whatever nature or title or similar documents;
7. g) for any claim arising from insolvency, liquidation or judicial management of any party who forms part of the insured, or to any party who have entered in any contract of any kind with the insured;
8. h) for any breach of contract unless any professional duty or act where a breach or alleged breach of contract occurred where the insured is reliant on that party;
9. i) for any claim arising from any fraudulent act, dishonesty, illegal or criminal acts or any malicious act committed by the insured;
10. j) for or arising out of claims made against the Insured while acting in their capacity as a director or officer of any the Insured or company;
11. k) for or arising from i. the corruption, erasure, theft, alteration of; or
12. ii. the access or lack of access to; or
13. iii. the interference with electronically held data of or held by the Insured wholly or partly caused by any computer virus or by any person not being a partner, director or employee currently employed by the Insured;
15. l) for or arising out of:
16. i. loss, distortion or erasure of computer records
17. ii. whilst stored on any computer for use or processing unless caused by any negligent act or omission on the part of the Insured or
18. iii. resulting from wear, tear, vermin or gradual deterioration or
19. iv. caused by climatic or atmospheric conditions or extremes of temperature or
20. v. due to the presence of magnetic flux or due to loss of magnetism.

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SECTION D – EMPLOYERS LIABILITY

(Claims made basis)

(if stated in the Schedule to be included)

11. SECTION D - INDEMNITY

Damages which the Insured shall become legally liable to pay consequent upon death of or bodily injury to or illness of any person employed under a contract of service or apprenticeship with the Insured, which occurred in the course of and in connection with such person’s employment by the Insured within the territorial limits and on or after the retroactive date shown in the Schedule, and which results in a claim or claims first being made against the Insured in writing during the period of insurance.

12. SECTION D - EXCLUSIONS

This Section does not cover:

1. a) liability assumed by the Insured under any contract, undertaking or agreement where such liability would not have attached to the Insured in the absence of such contract, undertaking or agreement;
2. b) liability for disease or impairment attributable to a gradually operating cause which does not arise from a sudden and identifiable accident or event;
3. c) fines, penalties, punitive, exemplary or vindictive damages;
4. d) damages in respect of judgements delivered or obtained in the first instance otherwise than by a court of competent jurisdiction within the Republic of South Africa, Namibia, Botswana, Lesotho and Swaziland; and
5. e) costs and expenses of litigation recovered by any claimant from the Insured which are not incurred in and recoverable in the territorial limits;
6. f) any claim arising from an event known to the Insured:
7. i) which is not reported to the Company in terms of General Condition 3;
8. ii) prior to inception of this Section.

SECTION E: INCIDENTAL MEDICAL MALPRACTICE

(if stated in the Schedule to be included)

(Automatically included in the main limit of indemnity)

13. SECTION E – INDEMNITY

The Insurers shall indemnify the Insured in respect of all sums which the Insured shall become legally liable to pay in connection with any claim or claims arising from Injury caused by medical malpractice which shall mean any negligent act, error or omission in the professional services rendered by any medical practitioner, nurse or other medical official in the full or part time service of the Insured.

14. SECTION E - EXCLUSIONS

This Extension does not cover liability arising out of

1. a) any criminal act committed wilfully;
2. b) services rendered by any person who to the Insured’s knowledge is under the influence of intoxicants or narcotics;
3. c) the use of drugs for weight reduction;
4. d) services rendered for a fee payable by the patient;
5. e) clinical tests or trials of drugs.

Provided that the liability of the Insurers shall not exceed the Limit of Indemnity stated in the Schedule in respect of this Extension for all claims made during the Period of Insurance.

GENERAL EXCLUSIONS APPLICABLE TO ALL SECTIONS OF THE CERTIFICATE

In addition to the Exclusions specified under the Section Exclusions this Certificate does not cover any claim:

1. Asbestos and related lung diseases

arising out of, based upon, attributable to, in consequence of or in any way involving the hazardous nature of or due to:

1. a) asbestos or any materials containing asbestos in any form or quantity or
2. b) silicosis or other fibrosis of the lungs or any other illness or disease related to infection of the respiratory system following continuous or continual inhalation or ingestion of any substance.

2. Alcohol and/or Drugs

liability arising out of or contributed to by alcohol and/or drugs.

3. Compulsory first amount payable

The Insured shall be responsible for the Compulsory First Amount Payable as stated in the Schedule in respect of any one claim or number of claims arising from all events of a series consequent upon or attributable to any one source or Page | 11 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

originating cause or source. The provisions of the Clause shall apply to claims arising from damage or injury and shall apply to legal costs incurred by the Insured.

4. Contractual Liability

liability assumed by the Insured under any liquidated damage, penalty or forfeiture clause, express warranty, contract, agreement or guarantee other than to the extent that such liability would have attached to the Insured in the absence of

such clause, warranty, contract, agreement, or guarantee.

5. Decennial Liability (Inherent Defects)

arising out of, based upon or attributable to decennial liability and/or inherent defect insurance.

6. Deliberate Acts

arising out of, based upon or attributable to the deliberate, conscious, or intentional disregard by the Insured, or where applicable by anyone acting on the Insured’s behalf, of the need to take all reasonable precautions to prevent loss, harm or injury.

7. Fines, Penalties and Punitive Damages

liability for awards or damages of a punitive or exemplary nature whether in the form of fines, penalties, multiplication of compensation awards or damages or aggravated damages or in any other form whatsoever.

8. Hazardous Sports

liability arising out of activities performed in the air with the assistance of any craft of any kind or any parachuting/floating device or any sea faring or related activities.

9. Insolvency

arising out of, based upon or attributable to the insolvency of the Insured, its liquidation (whether provisional or final), curatorship (whether provisional or final) or where it is the subject of business rescue proceedings or of any person who enters into an agreement with the Insured.

10. Medical Malpractice

arising out of, based upon, attributable to, in consequence of or in any way involving a legal cause of action that occurs when a medical or health care professional causing injury to a patient.

11. Non-RSA Territorial Waters

liability, notwithstanding Clause 6.3, arising out of any activities requiring the use of marine craft of whatsoever nature

and activities on the sea outside the RSA Territorial Waters.

12. Polychlorinated Biphenyls (PCB’s)

arising out of, based upon or attributable to polychlorinated biphenyls.

13. Prior Events

Liability arising out of any negligent act, error or omission that occurred before the retroactive date, or for any claims where the Insured were aware of the circumstance which was likely to give rise to a claim before the inception of the policy.

14. Radioactive Contamination and Explosive Nuclear Assemblies

for legal liability, loss (including consequential loss) or damage, cost or expenses caused directly or indirectly by any of the following, regardless of any cause or event contributing concurrently or in any sequence to the loss:

1. a) ionising radiation or contamination by radioactivity from any nuclear material, nuclear fission or fusion, nuclear radiation, nuclear waste from the use of nuclear fuels, nuclear explosives, or any nuclear weapon;
2. b) the radioactive, toxic, explosive, or other hazardous properties of any explosive, nuclear assembly or nuclear component thereof.

15. Terrorism Exclusion Clause

Notwithstanding any provision to the contrary within this insurance or any endorsement thereto it is agreed that this insurance excludes loss, injury, damage, cost, or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any act of terrorism regardless of any other cause or event contributing concurrently or in any other sequence to the loss.

For the purpose of this exclusion an act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s) of persons, whether acting alone or on behalf of or in connection with any organisation(s) or government(s), committed for political, religious, ideological or similar purposes including the Page | 12 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

intention to influence any government and/or to put the public, or any section of the public, in fear.

This exclusion also excludes loss, injury, damage, cost, or expense of whatsoever nature directly or indirectly caused by, resulting from or in connection with any action taken in controlling, preventing, suppressing or in any way relating to any act of terrorism.

If the Underwriters allege that by reason of this exclusion, any loss, injury, damage, cost, or expense is not covered by this insurance the burden of proving the contrary shall be upon the Insured. In the event any portion of this exclusion is found to be invalid or unenforceable, the remainder shall remain in full force and effect.

16. War and Civil War Exclusion Clause

Notwithstanding anything to the contrary contained herein this Certificate does not cover liability arising directly or indirectly occasioned by, happening through or in consequence of war, terrorist act, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation or nationalisation or requisition or destruction of or damage to property by or under the order of any government or public or local authority.

GENERAL POLICY CONDITIONS

Applicable to all Sections including but not limited to all Endorsements and/or Extensions unless otherwise stated.

1. Insurers Liability

1. a) The total maximum liability for all and any Claims and/or Loss in the Period of Insurance shall be subject to and shall not exceed the Limit of Indemnity stated in the schedule.
2. b) Defence Costs are part of the Limit of Indemnity and are not payable in addition to the Limit of Indemnity.
3. c) The inclusion of more than one Insured under this Policy does not operate to increase the Limit of Indemnity payable by the Insurer under this Policy.
4. d) Should any Limit of Indemnity be altered during the Period of Insurance, then the previous Limit of Indemnity shall apply to all Claims reported or deemed to have been made prior to the effective date of such alteration.
5. e) Where any Loss is incurred in respect of any Claim which arises from both covered matters and matters not covered by this Policy, the Insurer’s liability under this Policy is limited to the proportion of the Loss which represents a fair and equitable allocation between each Insured and the Insurer, taking into account the relative legal and financial exposures attributable to covered matters and matters not covered under this Policy.
6. f) Where the Insurer’s liability under this Policy is limited under this clause, the Insured and the Insurer will use their best endeavors to agree upon the allocation to be adopted by them as the fair and equitable allocation.

1. g) For the purposes of this policy, all claims arising out of the same wrongful act and all interrelated wrongful acts of the Insured Persons shall be deemed one claim, and such claim shall be deemed to be first made on the date the earliest of such claims is first made against them, regardless of whether such date is before or during the Period of Insurance.

2. Deductible

1. a) The Insurer shall only be liable to pay the amount of any Loss which is in excess of the Deductible in respect of each Claim.
2. b) For the avoidance of doubt, unless specifically stated otherwise, the Deductible also applies to Defence Costs.
3. c) The Deductible is to be borne by the Insured and shall remain uninsured.
4. d) The Insurer may, in its sole and absolute discretion, advance all or part of the Deductible, and, in that event, such amounts shall be reimbursed to the Insurer by the Insured forthwith.

3. Notification of Claims

On the happening of any event which may result in a Claim including Circumstances which might reasonably be expected to give rise to a Claim under this Certificate the Insured shall, at their own expense;

1. a) give notice thereof to the Insurer as soon as reasonably possible and provide particulars of any other insurance covering such events as are hereby Insured;
2. b) as soon as practicable after the event inform the Police of any Claim involving theft or (if required by the Insurer) loss of property and take all practicable steps to discover the guilty party and to recover the stolen or lost property;
3. c) as soon as practicable after the event submit to the Insurer full details in writing of any Claim;
4. d) give the Insurer such proofs, information and sworn declarations as the Insurer may require and forward to the Insurer immediately any communication, writ, summons or other legal process issued or commenced against the Insured in connection with the event giving rise to the Claim;
5. e) any Claim first made in writing against the Insured as a result of a defined event reported shall be treated as if it had first been made against the Insured on the same day that the Insured reported the event to the company. In the event of cancellation or non-renewal of the policy or where the policy was issued for a specific time period, the Insured may report an event to the company for up to 30 days after cancellation or non-renewal, provided such event occurred during the Period of insurance;

Page | 13 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

1. f) no Claim shall be payable after the expiry of 24 months or such further time as the Insurer may allow for the happening of any event unless the Claim is the subject of pending legal action or is a Claim in respect of the Insured’s legal liability to a Third-Party;
2. g) no Claim shall be payable unless the Insured claims payment by serving legal process on the Insurer within 6 months of the rejection of the Claim in writing and pursues such proceedings to finality;

If, after the payment of a Claim in terms of this Certificate in respect of lost or stolen property, the property (the subject matter of the Claim) or any part thereof is located, the Insured shall render all assistance in the identification and physical recovery of such property if called on to do so by the Insurer, provided that the Insured’s reasonable expenses in rendering such assistance shall be reimbursed by the Insurer. Should the Insured fail to render assistance in terms of this condition when called upon to do so, the Insured shall immediately become liable to repay to the Insurer all amounts paid in respect of the Claim.

4. Aggregate Limit of Indemnity Clause

The maximum amount payable by the Insurers in respect of all the covers provided by this Policy in respect of any one Loss or Claim and in the aggregate in any one Period of Insurance shall not exceed the Limit of Indemnity stated in the Schedule.

If the Limit of Indemnity or First Amount Payable shall be increased at any time subsequent to the inception of the Period of Insurance such increased amount shall apply only to Circumstances arising after the date of such increase.

Renewal of this insurance from period to period or any extension of any Period of Insurance shall not have the effect of accumulating or increasing the liability of the Insurer beyond the Limit of Indemnity stated in the Schedule.

For the avoidance of doubt it should be noted that the indemnity afforded under the terms of this Policy is provided jointly to all parties constituting the Insured and for all purposes this Policy shall be considered as a joint policy with one Limit of Indemnity.

5. Assignment

This Policy and any rights under or in respect of it cannot be assigned by the Insured without the prior written consent of the Insurer.

6. Cancellation

1. a) This Policy may be cancelled by the Insured giving immediate notice in writing to the Insured.
2. b) This Certificate may be cancelled by the Insurer giving thirty-one day’s notice in writing (or other such period as may be mutually agreed or prescribed by relevant regulatorily bodies).
3. c) The Premium shall be adjusted in accordance with General Condition 20, if applicable, and then calculated on the basis of Insurer receiving or retaining pro rata premium.
4. d) Otherwise, if a Claim or Circumstance has been reported, and has been accepted in terms of the Policy, the Premium shall not be returned.
5. e) Notice shall be deemed to be duly received if the letter of cancelation was sent by registered mail or per courier, properly addressed to the Insured’s last known address.

7. Change in control

If during the Period of Insurance, a Change in Control Transaction occurs, cover under this Policy shall continue until termination of this Policy but only in respect of Claims for Wrongful Acts taking place prior to such Change in Control Transaction. The parties agree that as at the effective date of such Change in Control Transaction, all premiums paid or due at any time under this Policy shall be deemed fully earned and non-refundable. The Company and the Insured acknowledge that a Change in Control Transaction materially alters the risk and accordingly undertake that they shall give written notice of such Change in Control Transaction to the Insurers as soon as practical together with such information as the Insurers may request. Upon receipt of such notice and information and at the request of the Company, the Insurers shall provide to the Company a quotation for cover of the Directors and Officers of the Company following the Change in Control Transaction.

8. Compliance to relevant standards

It is a pre-condition that the insured shall at times be compliant and where required registered with the relevant authorities, to ensure that applicable legislation or the like in whatever form as published and amended from time to time are fully adhered to.

9. Continuation of Cover

If the premium is not received by the company by the Due Date, this Certificate shall be deemed to have been cancelled at midnight on the last day of the preceding Period of insurance unless the Insured can show that failure to make payment was an error on the part of his bank or other sending agent.

Subsequent payment of the overdue premium shall reinstate cover, but any event or claim occurring, and made against the Insured, during the period that cover was lapsed shall not be covered under this Certificate. Page | 14 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

Notwithstanding the foregoing, if a premium payment is overdue for more than 45 days, cover under this Certificate shall only be reinstated at the sole discretion of Insurer.

10. Dispute

This Certificate shall be governed by South Africa Law unless stated to the contrary. If any dispute arises in connection with the formulation, validity or interpretation of this Certificate, it is understood and agreed by both the Insured and the Insurer that the dispute will be referred to non-binding Arbitration at a convenient venue for both parties. Arbitration shall be initiated by the delivery of a written notice of request for Arbitration by one party to the other. Each party shall bear the expenses of its own representation and shall jointly and equally bear with the other party the expenses of the Arbitration. Failing mutual agreement on a suitable Arbitrator, an Arbitrator shall be appointed by application to the President of the Law Society of South Africa.

If arbitration cannot resolve the dispute, then such dispute shall be submitted to the exclusive jurisdiction of the Courts of South Africa both parties agree to comply with all requirements necessary to give such court jurisdiction

11. Due observance and fulfilment

The due observance and fulfilment of any of the provisions of this Policy that require anything to be done or complied with by the Insured’s and the truth of the answers and statements in the information supplied by the Insured’s or on their behalf are precedent to any liability of the Insurers to provide indemnity to any Insured under this Policy. However, this notwithstanding, no fact pertaining to or knowledge possessed by any Insured Persons shall be imputed to any other Insured Persons for the purpose of determining the availability of cover for or with respect to Claims made against any Insured Persons. Only facts pertaining to or knowledge possessed or actions by an Executive Officer shall be imputed to the Company for purposes of applying the exclusions set forth in this Policy.

12. Fraudulent Claims

If any Claim under this Policy is in any respect fraudulent or any fraudulent means or devices are used by the Insured or anyone acting on their behalf or with their knowledge or consent to obtain any benefit under this Policy or if any event is occasioned by the wilful act or with the connivance of the Insured, the benefit afforded under this Policy in respect of any such Claim shall be forfeited. The Insurer shall also be entitled to immediately cancel the Policy, without prejudice to such other rights available to it in law and the Insured shall reimburse all Damages, costs and expenses paid by the Insurer.

13. Interpretation

The headings in this Policy are solely for reference purposes only and shall not affect the interpretation of this Policy. Words and expressions in the singular shall include the plural and vice versa. Words in bold have a special meaning and are defined in the Definitions section.

14. Insurer’s Consent

As a condition precedent to liability under this Policy, no Insured shall admit or assume any liability, enter into any settlement agreement, consent to any judgment, or incur any Defence Costs without the prior written consent of the

Insurer. Only those settlements, judgments and Defence Costs consented to by the Insurer, and judgments resulting from Claims defended in accordance with this Policy, shall be recoverable as a Loss under this policy. The Insurer's consent shall not be unreasonably withheld, provided that the Insurer shall be entitled to exercise all of its rights under the Policy including the right to participate fully in the defence and the negotiation of any settlement of any Claim in order to reach a decision as to reasonableness.

15. Insurer rights after an event

On the happening of any event in respect of which a Claim is or may be made under this Certificate, the Insurer and every person authorised by them may, without thereby incurring any liability and without diminishing the right of the Insurer to rely upon any conditions of this Certificate:

1. a) Take over and conduct in the name of the Insured the defence or settlement of any Claim and prosecute in the name of the Insured for their own benefit any Claim for indemnity or Damages or otherwise and shall have full discretion in the conduct of any proceedings and in the settlement of any Claim.
2. b) No admission, statement, offer, promise, payment or indemnity shall be made by the Insured nor shall any cost be incurred by the Insured without the written consent of the Insurer.
3. c) Take enter or keep possession of any damaged property and deal with it in any responsible manner. This condition shall be evidence of the leave and license of the Insured to the Insurer to do so. The Insured shall not be entitled to abandon any property to the Insurer whether taken possession of by the Insurer or not.

16. Material Changes in the Risk

In the event of Insurer being at any time entitled to void this Certificate by reason of any inaccurate or misleading information given by the Insured in the Proposal, the Insurer may at their election, instead of voiding this Certificate, give notice in writing to the Insured that they regard this Certificate as of full force and effect, save there shall be excluded Page | 15 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

from the indemnity afforded hereunder any Claim which has arisen or which may arise which is related to such information.

The Insured shall throughout the Period of Insurance of the Certificate give notice as soon as reasonably

practicable of any material change in any fact, activity or circumstance as described in the Proposal. In the event of Insurer being at any time entitled to void this Certificate by reason of the Insured failing to give notice in accordance with this Condition, the Insurer may at their election, instead of voiding this Certificate, give notice in writing to the Insured that there shall be excluded from this indemnity afforded hereunder any Claim which has arisen or may arise which is related to such facts, activities, or Circumstances

17. Mergers and acquisitions

If during the Period of Insurance, the Company:

1. a) acquires shares in another organisation or creates another organisation, which as a result of such acquisition or creation, this entity becomes a Subsidiary, or
2. b) acquires any organisation by merger into or consolidation with the Company, such organisation and its directors and Officers shall be covered under this Policy as follows:

i) If the fair value of all cash, shares, assumed indebtedness and other consideration paid by the Company for any such acquisition or creation is less than 10% of the total assets of all of the companies as reflected in the Company’s most recent financial statements as at the inception of the Period of Insurance, such organisation and its directors, officers and qualifying employees shall automatically be covered under this Policy, but only with respect to Wrongful Acts taking place after such acquisition or creation, unless the Insurers agree after presentation of the complete application and all appropriate information to provide cover by endorsement for Wrongful Acts taking place prior to such acquisition or creation.

ii) In respect of all other acquisitions or creations described in 16.a) or 16.b) above, such organisation and its directors, officers and qualifying employees shall automatically be covered under this policy but only for ninety (90) days or the remainder of the Period of Insurance, whichever is less, following the effective date of such acquisition or creation ("automatic cover period") and only in respect of Wrongful Acts taking place after such acquisition or creation. The Company shall, as a condition precedent to this automatic cover period, give written notice of such acquisition or creation to the Insurers as soon as reasonably possible but in no event later than thirty (30) days following the effective date of such acquisition or creation, and shall thereafter promptly provide to the Insurers such information as the Insurers may request.

Upon receipt of such notice and other information, the Insurers shall promptly provide to the Company a quotation for cover under this Policy for such organisation and its directors and Officers for the remainder of the Period of Insurance. If the Company fails to comply with such condition precedent, or if within ten (10) days following receipt of such quotation the Company fails to pay any additional premium or fails to agree to any additional cover terms and conditions as set forth in such quotation, cover otherwise afforded by this clause for such organisation and its directors and Officers shall terminate upon expiration of such automatic cover period.

18. Other Insurance/Indemnification

If at the time of any event giving rise to a Claim under this Policy, other insurance cover exists applicable to such Claim, the Insurer shall be liable (subject at all times to the terms of this Policy) to pay only a ratable proportion of the amount payable to the Insured in respect of such Claim, whether the Insured is paid under such other insurance or not.

Nothing contained herein shall be construed to increase the Limit of Indemnity of this Policy. To the extent that another insurance policy imposes upon an insurer a duty to defend a Claim, Defence Costs arising out of such Claim shall not be covered under this Policy.

19. Pandemic and or Epidemic General Condition

Notwithstanding any provision of this policy including any Specific Exclusion or Extension or other provision not included herein which would otherwise override a General Exclusion, this policy does not cover death, injury, sickness, loss,

liabilities, damage/s, cost, or expense of whatsoever nature (including indirect losses and consequential losses) directly or indirectly caused by, resulting from, happening through, or arising out of or in connection with:

1. a) any epidemic or pandemic of whatsoever nature or cause; and/or
2. b) the imposition of quarantine, isolation, or other restrictions in movement of people, goods and/or animals by a local, municipal, regional or government authority (whether national or international) or any other body or agency; and/or
3. c) any travel advisory or warning being issued by a national or international government or any other body or agency; and /or
4. d) any action taken in controlling, preventing, suppressing or in any way relating to any the events contemplated in a), b) and/or

if the INSURERS allege that by reason of this General Exclusion, any death, injury, sickness, DESTRUCTION, cost or expense of any type whatsoever is not covered by this policy, the burden of proving the contrary rests on the INSURED. Page | 16 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

20. Relinquishment

1. a) Where any Loss is incurred in respect of any Claim which arises from both covered matters and matters not covered by this Policy, the Insurer’s liability under this Policy is limited to the proportion of the Loss which represents a fair and equitable allocation between each Insured and the Insurer, taking into account the relative legal and financial exposures attributable to covered matters and matters not covered under this Policy.
2. b) Where the Insurer’s liability under this Policy is limited under this clause, the Insured and the Insurer will use their best endeavors to agree upon the allocation to be adopted by them as the fair and equitable allocation.
3. c) The Insurer may at any time pay to the Insured in connection with any Claim or series of Claims under the Certificate the amount of the Limit of Liability remaining under the Certificate or any lesser amount for which such Claim or Claims can be settled less any sums already paid and, where Defence Costs are inclusive within the Limit of Liability, less any associated Defence Costs already paid. Upon such payment being made, the Insurer shall relinquish the conduct and control of and be under no further liability in connection with such Claims or associated Defence Costs incurred after the date of such relinquishment.
4. d) However, if Insurer exercise the above option in c) and the total amount, exceeds the Limit of Liability and the Defence Costs, required to dispose of any Claim or series of Claims, exceeds the Limit of Liability and the Defence Costs, are payable in addition to the Limit of Liability under this Certificate then the Insurer will pay their proportion of Defence Costs incurred up to the date of relinquishment in such proportion as the amount of the indemnity available under this Certificate bears to the total amount which in the opinion of the Insurer at the time of relinquishment will be necessary to dispose of the Claim.

21. Risk Management

In the event that the Insurer provides the Insured with recommended risk management procedures during the Period of Insurance, the Insured shall comply with all such risk management procedures as recommended by the Insurer. If the Insured does not implement or comply with the recommended risk management procedures, the Insurer shall have no liability under this policy to the Insured in respect of any Claim which arises out of or is attributable to, whether directly or indirectly, the failure by the Insured to implement or comply with the Insurer’s recommended risk management procedures.

22. Sanctions Exclusion

No (Re)insurer shall be deemed to provide cover and no (Re)insurer shall 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 that (Re)insurer to any sanction, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union, United Kingdom or United States of America.

23. Scope and Governing Law

Any interpretation of this Policy relating to its construction, validity or operation shall be made in accordance with the laws of South Africa and in accordance with the English text as it appears in this Policy.

24. Subrogation

Insurer shall become subrogated to all rights of recourse and remedies of the Insured, before as well as after any payment by Insurer to the extent of such payment and the Insured shall take all reasonable steps to preserve such rights and remedies.

Notwithstanding the above, if any payment is made or may be made under this Certificate and Insurer are thereupon subrogated to the Insured's rights of recovery in relation thereto, Insurer agree not to exercise any such rights against any director or Employee of the Insured unless the Claim is brought about or contributed to by the dishonest, fraudulent, criminal or malicious act or omission of the director or Employee.

The Insured shall give all such assistance in the exercise of rights of recovery as Insurer may reasonably require.

25. Timing of Injury and Damage - Manifestation

Where it is not otherwise possible to ascertain the timing of Injury or Damage, then for the purpose of determining the indemnity granted by this Certificate:

1. a) Injury will be deemed to have occurred when the claimant first consulted a qualified Medical Practitioner regarding such Injury, whether or not it was correctly diagnosed at that time. If no such consultation took place, then the Injury will be deemed to have occurred when the Insured first received written notice of the Injury.
2. b) Damage will be deemed to have occurred when the claimant first became aware of such Damage, even if the cause was unknown.

26. Waiver of Right to Cancel

In the event of the Insurer being entitled to avoid this Policy ab initio the Insurers may at its election instead give notice in writing to the Insured that they regard this Policy as of full force and effect save that there shall be excluded from any payment afforded hereunder any Loss which has arisen, or which may arise, and which is related to the circumstances Page | 17 Modicum Fitness / Sport & Related Trainers Wording Sept 2022

which entitle the Insurer to avoid this Policy. This Policy shall then continue in full force and effect but shall be deemed to exclude the particular Loss referred to in the said notice (as if the same had been specifically endorsed ab initio).