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Warranty and Indemnity

Warranty and Indemnity Insurance

A safety net for buyers and sellers if a warranty is wrong and a covered loss shows up later.

— The basics

What is Warranty and Indemnity Insurance

Warranty and Indemnity Insurance can help protect buyers or sellers if a deal warranty is breached and a covered loss appears after completion. It supports liability insurance Australia businesses use in transactions, alongside public liability insurance and products liability insurance.

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— Why it matters

Why is it important?

Buying or selling a business in Australia can involve big promises and bigger stakes. Warranty and Indemnity Insurance may help manage the financial impact of certain warranty issues found after completion, which can make negotiations smoother and give both sides more confidence during a deal.

— The Basics

What is

Warranty and Indemnity

Warranty and Indemnity Insurance can help protect buyers or sellers if a deal warranty is breached and a covered loss appears after completion. It supports liability insurance Australia businesses use in transactions, alongside public liability insurance and products liability insurance.

Start a Quote to explore options.

— Why it Matters

Why is it important?

Buying or selling a business in Australia can involve big promises and bigger stakes. Warranty and Indemnity Insurance may help manage the financial impact of certain warranty issues found after completion, which can make negotiations smoother and give both sides more confidence during a deal.

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Coverage highlights

What is usually covered under Warranty and Indemnity insurance

Here’s what this policy typically helps with. Exact cover depends on your insurer and policy wording.

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Breach of Seller Warranties

Cover for financial loss from a breach or inaccuracy in seller warranties in the acquisition agreement, first discovered during the policy period and meeting the policy conditions.

Evidence of Seller Knowledge

Insurance may respond where there is evidence the seller knew about the issue causing the breach, such as documents, emails or an admission, subject to policy terms and limits.

Pre-Closing Tax Indemnity

Cover for loss arising from a breach of a pre-closing tax indemnity in the acquisition agreement, where the policy responds and the loss is worked out under the policy rules.

Deal Value Reduction Loss

Cover for the part of financial loss directly linked to a reduction in your initial investment or purchase price for the target, after applying recoveries or other offsets.

Seller Non-Disclosure Loss

Cover for loss where important information was not disclosed and this reduces business value, provided the policy triggers apply and the claim is supported by clear records.

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Claims examples

Common Warranty and Indemnity insurance claims

Simple, real-world examples to help you better understand how coverage might work with this policy.

Overstated revenue claim
SCENARIO

After acquiring a subscription business, you discover sales were overstated because cancellations were hidden in a side spreadsheet. The SPA warranted the accounts were true. Internal messages show the seller knew. The deal is now worth less than you paid.

WHY IT’S COVERED

Buyer Protect is designed to cover loss linked to a reduction in the purchase price you paid from a covered breach, subject to offsets and terms.

Unexpected GST audit
SCENARIO

Six months after buying a trades business, the ATO audits pre completion BAS and assesses underpaid GST. You later find bookkeeper emails warning the seller before sale. The SPA had a pre closing tax indemnity, but the seller will not pay, so you claim.

WHY IT’S COVERED

Buyer Protect can treat a pre closing tax indemnity as an insured obligation, so loss from a breach may be covered, subject to terms.

Non-disclosed lease issue
SCENARIO

You buy a café and later receive a landlord notice: the previous owner made unapproved fitout changes. Due diligence missed it. Emails show the seller knew and stayed quiet. Your costs rise and the business value drops, so you notify the insurer.

WHY IT’S COVERED

Buyer Protect may cover loss where non-disclosure makes warranties wrong and you can show evidence the seller knew, subject to terms.

Innocent warranty breach
SCENARIO

A seller exits a small ecommerce brand. After completion, the buyer finds a backlog of customer refunds that should have been processed before sale. The SPA said refunds were up to date. The seller genuinely did not know. The buyer seeks compensation.

WHY IT’S COVERED

Seller Protect may cover loss payable to the buyer for an innocent breach of seller warranties, plus defence costs, subject to terms.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

IS THIS COVERED?

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

Manual handling damage

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

After acquiring a subscription business, you discover sales were overstated because cancellations were hidden in a side spreadsheet. The SPA warranted the accounts were true. Internal messages show the seller knew. The deal is now worth less than you paid.

IS THIS COVERED?

Buyer Protect is designed to cover loss linked to a reduction in the purchase price you paid from a covered breach, subject to offsets and terms.

Overstated revenue claim
SCENARIO

Six months after buying a trades business, the ATO audits pre completion BAS and assesses underpaid GST. You later find bookkeeper emails warning the seller before sale. The SPA had a pre closing tax indemnity, but the seller will not pay, so you claim.

IS THIS COVERED?

Buyer Protect can treat a pre closing tax indemnity as an insured obligation, so loss from a breach may be covered, subject to terms.

Unexpected GST audit
SCENARIO

You buy a café and later receive a landlord notice: the previous owner made unapproved fitout changes. Due diligence missed it. Emails show the seller knew and stayed quiet. Your costs rise and the business value drops, so you notify the insurer.

IS THIS COVERED?

Buyer Protect may cover loss where non-disclosure makes warranties wrong and you can show evidence the seller knew, subject to terms.

Non-disclosed lease issue
SCENARIO

A seller exits a small ecommerce brand. After completion, the buyer finds a backlog of customer refunds that should have been processed before sale. The SPA said refunds were up to date. The seller genuinely did not know. The buyer seeks compensation.

IS THIS COVERED?

Seller Protect may cover loss payable to the buyer for an innocent breach of seller warranties, plus defence costs, subject to terms.

Innocent warranty breach
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Important: Scenarios are examples only. Coverage is subject to policy terms, conditions and exclusions. Limits and sub-limits might apply. Policy wordings vary between insurers. Refer to the PDS or Policy Wording for details.

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Benefits

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Who it’s for

Who needs Warranty and Indemnity insurance?

Types of businesses who might be contractually required or recommended to take out this insurance.

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Buyers Purchasing a Business

If you are buying an Australian business, this cover may help if a seller warranty turns out to be wrong and you suffer a covered financial loss after completion. It can reduce surprises after the deal.

Franchise and Multi Site Operators

Buying or selling a franchise or multi site business can involve more moving parts. This cover may help if a seller warranty is breached and the issue affects value after the deal completes.

Tech and SaaS Buyers or Sellers

Tech deals often rely on warranties about contracts, revenue, intellectual property and compliance. This cover may respond if those warranties are breached and a covered claim is found after completion.

Private Investors and Acquirers

If you buy businesses regularly, consistency matters. This cover may help manage warranty risk across multiple transactions, with limits and terms that can be aligned to each sale agreement.

Owners Selling Their Business

Selling a business is meant to be a clean exit. This cover may reduce the risk of post sale warranty claims and help you negotiate smoother terms, especially when the buyer wants protection.

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Exclusions

Typical exclusions under Warranty and Indemnity insurance?

Common examples of what is generally outside cover. Check the insurer policy wording to confirm the details.

Already indemnified items
SCENARIO

The sale agreement includes a specific indemnity for a known tax review. Months later, an ATO assessment arrives and you pay it. You then submit a claim under W and I for the same loss, to recover the amount from the policy.

WHY IT’S COVERED

If the issue was disclosed and covered by a specific indemnity in the sale agreement, it is generally outside cover under the policy.

Fines and civil penalties
SCENARIO

After buying a retail business, a regulator issues a civil penalty for pre-sale conduct. You pay the fine and legal bill, then lodge a claim hoping the policy will reimburse the penalty and any punitive damages.

WHY IT’S COVERED

Fines, penalties and sanctions are typically excluded where they are not insurable by law, along with punitive or exemplary damages.

Forecasts and earn-outs
SCENARIO

You buy a services firm based on a sales forecast and an earn-out clause. The targets are missed, so you say the seller’s statements about future performance were wrong and you claim for the shortfall in revenue.

WHY IT’S COVERED

Policies exclude forecasts, projections and earn-outs because they relate to future performance or outcomes that are not guaranteed.

Known or disclosed issues
SCENARIO

During due diligence, you learn the seller has an unpaid supplier dispute and it is listed in the disclosures. After settlement, the supplier sues and you try to claim under the policy to recover the settlement amount and extra costs.

WHY IT’S COVERED

These matters are usually not covered if you had actual knowledge before the policy started, or if they were disclosed in the sale process.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

Manual handling damage

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

A support worker gave a participant the wrong medication due to a mislabeled pillbox. The participant experienced severe drowsiness and dehydration, requiring overnight hospitalization.

WHY IT'S EXCLUDED

Costs included $8,200 for hospital and rehabilitation, $12,500 for legal defence, and a $7,500 settlement to resolve the claim out of court.

SCENARIO

The sale agreement includes a specific indemnity for a known tax review. Months later, an ATO assessment arrives and you pay it. You then submit a claim under W and I for the same loss, to recover the amount from the policy.

WHY IT'S EXCLUDED

If the issue was disclosed and covered by a specific indemnity in the sale agreement, it is generally outside cover under the policy.

Already indemnified items
SCENARIO

After buying a retail business, a regulator issues a civil penalty for pre-sale conduct. You pay the fine and legal bill, then lodge a claim hoping the policy will reimburse the penalty and any punitive damages.

WHY IT'S EXCLUDED

Fines, penalties and sanctions are typically excluded where they are not insurable by law, along with punitive or exemplary damages.

Fines and civil penalties
SCENARIO

You buy a services firm based on a sales forecast and an earn-out clause. The targets are missed, so you say the seller’s statements about future performance were wrong and you claim for the shortfall in revenue.

WHY IT'S EXCLUDED

Policies exclude forecasts, projections and earn-outs because they relate to future performance or outcomes that are not guaranteed.

Forecasts and earn-outs
SCENARIO

During due diligence, you learn the seller has an unpaid supplier dispute and it is listed in the disclosures. After settlement, the supplier sues and you try to claim under the policy to recover the settlement amount and extra costs.

WHY IT'S EXCLUDED

These matters are usually not covered if you had actual knowledge before the policy started, or if they were disclosed in the sale process.

Known or disclosed issues
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Important: These scenarios are examples only. Policy exclusions may differ between insurers and policy wordings. Limits and sub-limits might apply. Always refer to your specific policy wording for complete details.

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Price factors

Factors affecting cost of Warranty and Indemnity insurance

Your premium is based on your details and the cover options you choose. There is no one set price for every business.

What Affects your Warranty and Indemnity Insurance premium?

Deal size

Premium is often linked to the transaction value and the policy limit you choose. Bigger deals and higher limits usually cost more, because the insurer may have more exposure if a covered claim is made.

Warranty scope

The wider the warranties in the sale agreement, the more risk the policy may take on. Broader warranties and fewer limitations can increase premium, depending on the wording and due diligence.

Due diligence

Insurers look closely at the quality of due diligence. Clear reports and well run checks can help pricing, while gaps, rushed timelines or missing financial or tax work can increase premiums.

Retention and excess

Your retention (like an excess) and structure affect premium. A higher retention can reduce premium, while lower retention or extra options can increase cost, depending on the risk.

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FAQs

Warranty and Indemnity insurance queries

What is Warranty and Indemnity insurance?

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Warranty and indemnity (W&I) insurance is a purpose-designed insurance solution for parties involved in mergers and acquisitions, designed to help protect against financial losses arising from a breach of warranties or indemnities in a sale agreement. Each policy is tailored to the specific transaction.
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What is Warranty and Indemnity insurance?

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Who can take out a W&I insurance policy?

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W&I insurance can be taken out by either the buyer or the seller. In Australia, the majority of policies are buy-side, which can allow the buyer to claim directly from the insurer for a breach by the seller without first pursuing recovery from the seller, subject to the terms and conditions of the specific policy.
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Who can take out a W&I insurance policy?

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Is W&I insurance suitable for smaller transactions?

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W&I insurance can be structured to suit a range of transaction sizes. Whether your transaction involves a mid-market acquisition or a large-scale cross-border deal, policy limits and structures are flexible and can be tailored to your transaction's risk profile. We recommend speaking with one of our specialists to discuss whether W&I insurance is appropriate for your transaction.
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Is W&I insurance suitable for smaller transactions?

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How do I make a claim?

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You should notify your insurer as soon as you become aware of a claim or circumstance that may give rise to a claim which could include a client complaint, you discovering an incident or an allegation of harm. Claims should be made in writing and handled in line with the claims notification requirements which will be outlined in your policy wording.
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How do I make a claim?

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What is a Certificate of Currency?

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A Certificate of Currency is issued by an insurance company and is something you can use as proof that your existing insurance policy is valid. It contains all the information regarding your policy. You may be asked from time to time to prove your insurance - for loans to your business, for landlords of your premises, or for certain clients you might have. The moment you purchase your insurance from upcover you can send your proof of insurance to whoever requires it, at just a click of a button.
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What is a Certificate of Currency?

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How quickly do I need to report an incident to my insurer?

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You should notify your insurer as soon as you become aware of any incident, claim, or circumstance that may give rise to a claim. Professional Indemnity insurance typically operates on a "claims made and notified" basis, meaning both the claim must be made against you AND you must notify the insurer during the active insurance period (or discovery period if applicable). Late notification after policy expiry may not be covered unless you have purchased an extended discovery period. Prompt notification is essential to protect your rights under your insurance.
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How quickly do I need to report an incident to my insurer?

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What is a retroactive date?

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A retroactive date is the earliest date from which a claim can arise and still be covered under your policy. Professional Indemnity and certain other claims-made policies will only respond to claims arising from acts, errors or omissions that occurred on or after the retroactive date listed in your policy schedule. If an incident occurred before your retroactive date, it typically will not be covered even if the claim is made during the current policy period. Maintaining continuous cover without gaps helps protect your retroactive date — check your policy schedule or ask your broker if you are unsure of your retroactive date.
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What is a retroactive date?

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