Innocent non-disclosure · PI

The innocent non-disclosure clause — UK PI

Reviewed by Matthew Bartlett, Director, Apex Insurance Brokers Limited (FCA FRN 724952) · Published 15 July 2026

The innocent non-disclosure clause protects the insured against cover being voided for a genuinely unintentional omission at proposal or renewal. It's one of the most valuable wording protections a professional firm can negotiate.

Why the clause matters

Fair-presentation duty under Insurance Act 2015 requires disclosure of material facts.

Insurer remedies for non-disclosure range from claim rejection to premium adjustment.

The innocent non-disclosure clause narrows the remedies where the non-disclosure was genuinely innocent.

For large or complex firms with high disclosure volume, the clause is a critical protection.

Standard clause features

Insurer waives cover-voiding for innocent non-disclosure.
Premium adjustment may still apply.
'Innocent' means genuine unawareness, not lack of care.
Doesn't protect against fraudulent or reckless non-disclosure.
Usually requires broker involvement in the placement.

What 'innocent' actually means

The insured genuinely didn't know the fact was material.

The insured didn't know the fact at all (something that emerged post-placement).

The insured couldn't reasonably have known the fact via normal due diligence.

Does NOT protect: careless disclosure, deliberate omission, or knowing failure to enquire.

Insurance Act 2015 interaction

Under IA 2015, non-disclosure without evidence of fraud attracts proportionate remedies.
Innocent non-disclosure clause narrows these further where the wording provides.
'Careless' non-disclosure is treated differently from 'innocent'.
The clause typically applies to 'innocent' only — not to careless behaviour.

How to negotiate a strong clause

Confirm the clause is in the wording (not all insurers offer it as standard).
Ensure 'innocent' is defined generously.
Confirm remedies limited to premium adjustment, not claim rejection.
Understand what triggers the 'innocent' protection.
For difficult risks, the clause is negotiating leverage.

Frequently asked

Does every PI policy have this clause?

Not automatically. Standard wordings usually do; cheaper or specialised wordings may not.

What does 'innocent' really mean?

Genuinely unaware, without any reasonable expectation of knowing. Very different from 'careless'.

Can I get one added if not in the wording?

Sometimes — via endorsement. Broker involvement matters.

What's the practical benefit?

In a claim where the insured overlooked disclosing something genuinely unknown, the clause preserves cover.

Does it apply to renewal disclosures?

Usually yes — renewal disclosure carries same duties as placement.

Are there wording variations to watch for?

Yes — some clauses are 'innocent-only', others include 'careless-with-limited-remedies'. Broker review matters.

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Apex Insurance Brokers Limited is authorised and regulated by the Financial Conduct Authority. Firm reference number 724952. Registered in England and Wales, company number 07014570.

Offices: QCS, 53 Queen Charlotte Street, Bristol BS1 4HQ · Unit 24, Basepoint Centre, Jubilee Close, Weymouth DT4 7BS