Acquisition or merger talks – exciting times but fraught with risk…
You’re relying on the probity of the vendors’ statements in the Sale & Purchase Agreement, Tax Deed and other docs – and a lot can go wrong.
- The vendor breaches their contractual warranties or covenants – but has spent the sale proceeds and can’t reimburse you for the consequences of their mistake?
- They reimburse you up to the warranty limit, but you’re still out of pocket?
- A problem arises after they retire, or have left the country with your money?
Warranty & Indemnity Insurance can help protect you financially, providing confidence to oil the wheels in a deal.
We live in interesting times
Whether it’s Brexit, volatility in the equity markets, trouble in the Middle East, turbulence in Asia-Pac or concerns about US politics and policy, there’s plenty of risk to go around.
With UK M&A activity on the rise again, Warranty & Indemnity Insurance is an important piece of the jigsaw, helping to ringfence risk and remove uncertainty for both buyers and sellers:
- Bringing confidence for all parties: ring-fence SPA warranties and indemnities and transfer them to an insurer
- Free-ing up capital that might otherwise be stuck in escrow
- Removing uncertainty around long-term tax liabilities, by passing them to an insurer
Do drop us a line if you have any questions – our advice is always free and without obligation.
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If you’re organising events this year, it’s worth considering the impact if they were cancelled – do you need Cancellation Insurance to protect your finances?
- Are you planning an event featuring a named artist or speaker? Could you be affected by their travel delays? What would be the cost to you if they were unable to appear?
- Could you be affected by bad weather (think high winds as well as rain)? Loss of power? Strikes?
- Would you need to refund tickets?
- Are you using a ticket seller? They require proof of Cancellation Insurance as part of their standard terms of business.
Cancellation insurance is an affordable, flexible solution; you can insure any portion of your budget – and opt to insure the key risks that would hit your bottom line the hardest.
Are you working with images, brands, copy, scripts?
Creative digital and media businesses are wide open to allegations of plagiarism and copyright breach on a gobal basis.
…You use an unlicensed image?
…You use unlicensed music?
…Someone else had your idea first?
…You look a lot like another company?
…Your content/design is too similar to someone else’s?
Do you have protection in place to fight that battle? The legal costs could be crippling – are you sure you have the right Intellectual Property (IP) Insurance? The average UK IP suit can cost anywhere between £1M and £6M – ouch!
With spring in the air, lots of us have big plans for work on our homes or buying a ‘project’ property.
But with the creative juices flowing, the last thing you need is an insurance-shaped spanner in the works – our Property Project Insurance Checklist can help you make sure things run smoothly.
If you’re skiing at half term, take a minute to make sure your travel insurance is all in order – and make time to talk through some winter sports safety points* with your family or group.
Despite the safe ‘bubble’ feeling on the slopes these days, you’re still at the mercy of the elements and the weather – and as we’ve seen recently, accidents and avalanches are a real threat.
Even the most competent skiers and snowboarders can be involved in collisions or accidents. Read our top tips for staying safe on the slopes*:
- Take out the right winter sports travel insurance package and keep hold of your travel insurance medical emergency helpline number – as well as your policy number. Our Chubb and AIG policies include Winter Sports – with others it’s an option.
- Make sure your skiing or boarding equipment, whether your own or hired, is in good order. It should fit your height, weight and skill level.
- Wear protective headgear or a helmet – make helmets mandatory for your children.
- Take lessons if you’ve never skied before. If you haven’t been on the piste for a while, a lesson or two will polish up your skills.
- Remember that skiers or boarders in front or below you on the piste have right of way.
- Know your limits – ski or snowboard to your skill level.
- Respect the mountain and obey all warning signs – especially during avalanche season.
- Never go off-piste unless you are authorised to do so by the resort. Your insurance won’t cover off-piste skiing unless you’re accompanied by a qualified guide.
- Carry a fully-charged mobile phone with you.
- Don’t drink and ski. A glass of wine or beer with your lunch is fine, but excess alcohol will slow your reactions and affect your observation and balance.
- Remember to take an EHIC card. It still offers state-provided emergency medical treatment in EEA countries.
Many of La Playa’s home policies include winter sports travel insurance, but do check – and be aware that if you go off piste, you’re not covered!
To talk through your travel or home insurance, contact firstname.lastname@example.org. our advice is always free and without obligation.
*with thanks to Aviva
With political and economic dynamics hotting up globally, it’s a good time to check you have the right insurance protection against the threat of Terrorism.
Terrorism is rarely confined to government or military targets – all public venues and transit routes are considered fair game. Your organisation could be affected not only by a terrorism incident but also by a threat or false alarm. If roads are closed or access restricted, that could hit your income – and without separate Terrorism cover, your insurance is unlikely to cover it.
How Terrorism Insurance Works
For some time now, UK insurers have been unwilling to provide full cover for loss, damage or interruption due to terrorism – preferring instead to pass on the majority of such risks to Pool Re, the government-backed terrorism insurance programme.
Most insurers providing commercial property and consequential loss insurance (more commonly referred to as business interruption) in the UK are members of Pool Re and can offer terrorism cover to any client who requests it, as part of the relevant commercial policy they issue.
***But Terrorism Insurance has to be bought separately***
If you don’t have Terrorism Insurance and would like a quote, or if you’re unsure if your current policy covers terrorism, contact: Tracey McCreath email@example.com. Our advice is always free and without obligation.
If you’re involved in or considering clinical trials, insurance is one thing worth understanding.
…unforeseen risks result in participants being harmed – perhaps requiring life-long medical care?
…the participants (or their dependents) demand compensation?
…participants reject the compensation guideliness and sue you independently for greater damages?
Unforeseen risks are inherent in medical research. Read on to understand how Clinical Trials Liability Insurance works and how you can reduce your risks.
CLINICAL TRIALS LIABILITY INSURANCE
Because clinical trials are conducted on human volunteers, rigorous controls and procedures must be in place to ensure the wellbeing of the participants. The developer or “sponsor” may conduct the trial themselves or engage a Clinical Investigator or CRO (Contract Research Organisation) to do it for them.
Specialist insurance is a vital piece of the jigsaw – and usually a regulatory or contractual requirement. Clinical Trials Liability Insurance is designed to provide financial protection for those conducting the trials and to provide compensation for the trial participants in the event they suffer harm.
How does Clinical Trials Insurance work?
Clinical Trials Liability Insurance is only available from specialist insurers. The policy provides protection in two ways:
- Negligent harm to trial participants: caused as a result of negligence, lack of due diligence/care on the part of the sponsor, investigator or CRO. The policy pays for legal costs & expenses and compensation or “damages” awarded to the participant.
- Non-negligent harm (or “no-fault” compensation): harm with no specifically identified cause, but likely to have arisen from the participant taking part in the research. Participants in clinical trials will inevitably sometimes suffer non-negligent harm, with the expectation of being compensated despite there having been no negligence on the part of the sponsor or CRO. The policy pays compensation in accordance with guidelines set out by competent authorities, such as the Association of British Pharmaceutical Industries.
How can I manage my risk exposure in trials?
Insurance is only part of the solution. You can take positive steps towards protecting yourself from liability by keeping a close eye on:
- Avoiding conflicts of interest – for example by reviewing any financial interests the clinical investigators or CRO may have in the drug or device being trialed.
- The qualifications of the investigators and the make-up of ethics committees or institutional review boards
- The ethics of participant recruitment techniques
- The informed consent process
- Trial monitoring
What information do insurers need to quote? Click here to find out…
For advice on our specialist Clinical Trials Insurance, call Hanna Beaumont T: 01223 200664. Our advice is always free and without obligation.
Grappling with contract clauses and legal liabilities can be tricky, but signing contracts with various suppliers, venues and performers is a part of everyday business in the arts.
Some contracts contain clauses that could affect your insurance protection – so it’s important to make sure you’re not exposed to extra risk as a result of signing a particular waiver or clause.
THE BIG 4: UNDERSTANDING YOUR CONTRACT CLAUSES
1. The Subrogation Waiver Clause
Some contract terms require that you, or indeed your insurer, waive your rights of subrogation against the other party to the contract – known as a ‘Subrogation Waiver’ clause.
If a claim arises due to the fault of the other party, and it is brought against you rather than them, then you may not be able pass that claim onto them. This is because you’ve agreed to waive your rights of subrogation against them.
Most insurers are not keen on such clauses as they will have to potentially settle the claim without recourse to the negligent party. It’s therefore important that such clauses are declared to your broker before you agree to them.
It may be possible to change the wording of the clause so that such rights of subrogation are not waived in respect of claims which are as a result of the negligence of the other party for personal injury or property damage, so that insurers retain their rights for potential claims that may be made under a public liability policy.
2. Hold Harmless Clause
If you’re signing a contract with a US or International company it may include a contract term known as a Hold harmless clause. Essentially a hold harmless clause means that you may be agreeing to accept all legal liability and responsibility for an action, activity or event and relieve the other party to the contract of any liability with respect to that action, activity or event.
These clauses are common in US contracts and like subrogation waiver clauses to which they are very similar are not popular with insurers.
It may be possible to change the wording of such clauses as per the previous clause but it is essential that such clauses are declared to your insurance company as they are deemed to be a ‘material fact’.
3. Limits of Indemnity
Many contracts will stipulate what limits of indemnity you need to have under your insurance arrangements which may occasionally be higher than you have in place.
Sometimes these levels can seem high in relation to the work that you’re undertaking, or the size of your business. If this is the case, you might be able to amend them – if not then you will need to increase your policy limits with your broker to reflect these requirements.
4. Joint Insured
Finally some contracts may insist on your noting the other party as a ‘Joint Insured’ under your insurance policy. This means that each party shares the same policy, cover, limits and rights to make a claim, however if one party breaches the terms of the policy the other party could be denied cover.
Insurers normally only agree to such a clause if both parties to the contract have a identical interest in the subject matter of the policy which should be borne in mind.
La Playa offers a free contract review service and insurance health-check – just hit ‘reply’ or call Tracey McCreath on 01223 200655.
Are your contracts saddling you with unfair risks?
It’s easy to get stuck between a rock and a hard place with supplier/customer contracts; so you need a specialist insurance partner who really understands your work – and a tech-savvy Professional Indemnity policy.
• Your client sues you when it’s your supplier’s fault?
• You’re sued for breach of contract – perhaps for more than the contract value?
• A dispute over service levels starts to cost you money and impacts your bottom line?
• A high-profile dispute threatens to cause irreparable damage to relationships with existing clients?
HOW DO YOU MANAGE RISK UNDER A CONTRACT?
Your contracts could be exposing you to a range of risks and liabilities. Here’s how you can mitigate your risk:
1. Don’t over-promise: only promise what you can fulfill
2. Cap it: limit your liability in the contracts
3. Pass it on: If you’re using another party to deliver part of the contract, ensure that the same liabilities are passed down to the person or company who are actually doing the work
4. Get covered: buy Professional Indemnity Insurance
Here’s how La Playa can help:
1. Free contract review: In conjunction with your legal adviser, La Playa can review your contracts and advise on any gaps between contractual liabilities and what can and can’t be protected by an insurance policy.
2. Professional Indemnity Insurance: your real life ‘Ctrl+Z’ for expensive mistakes
It’s important to take proper legal advice on a contract you’re signing – to rule out wriggle room on your claim.
If you’re signing new contracts, let us take the strain of your professional liabilities – remember we offer a FREE contract review alongside Professional Indemnity Insurance that’s tailored for your specific exposures.
Call Hanna Beaumont T: 01223 200664. Our advice is always free and without obligation.
Over the past few years we’ve experienced a worrying trend emerging. House prices have risen dramatically throughout the UK and in particular pockets there has been significant growth. This has led to inheritance tax issues for many residents – but we’ve found that many people aren’t even aware they’re affected. Even those who are aware don’t know about the IHT solutions available to them, and are failing to maximise the amount of their estate they can pass on to their loved ones upon death.
In this post, we’ll outline how your finances might be affected, and some of the steps you could take to protect them.