Non Reliance Letter Hold Harmless Letter Template for England and Wales

A non reliance letter, sometimes filed alongside a hold harmless letter, protects the party sharing information during a commercial transaction under the law of England and Wales. It records that the recipient will not rely on informal statements, preliminary figures or a report beyond what is set out in the signed agreement, and that they will hold the provider harmless from claims arising from any such reliance.

What does a non reliance letter actually say?

The content is short but deliberate. It names both parties, identifies the information or documents being disclosed, and states that the recipient is not relying on the accuracy or completeness of that material when deciding whether to proceed. It then adds the hold harmless wording, under which the recipient agrees not to bring, and to cover the provider against, claims connected to that reliance. Where personal data or confidential company records are shared, the letter can also confirm how that content will be handled, linking back to any separate non-disclosure agreement already in place, and to your privacy policy where personal data is involved.

When do you need this document?

You'll want this letter whenever sharing information carries liability risk before a deal is signed. Common scenarios include preliminary merger and acquisition talks, where a seller shares finance data before formal due diligence begins. Investment discussions use it when a company gives potential investors early business information or projections. Real estate and development transactions rely on it when a valuation, survey or market analysis of a property or home changes hands before contracts. Advisory situations benefit too, when an accountant, consultant or IT provider offers a preliminary opinion or estimate that could later be treated as a firm assurance.

How does a non reliance letter fit into due diligence?

In a due diligence process, the seller or provider usually opens a data room and hands over reports, security assessments and management accounts, sometimes including bank statements and finance records. A non reliance letter (an NRL) sits at the front of that exchange. It makes clear that the buyer's investigation is their own responsibility and that the raw information disclosed carries no standalone warranty. The negotiated warranties in the sale contract are what the buyer relies on instead, and the NRL keeps the two apart so early disclosures don't quietly create liability the seller never intended.

Who signs it, the buyer or the seller?

The party receiving the information signs the acknowledgment, because they are the one confirming they will not rely on it. The provider countersigns to record the hold harmless undertaking. In an M&A or investment deal that usually means the buyer or investor signs to the seller or target company. Where advisers are involved, the recipient of an informal opinion signs to the professional who gave it. Signatures from authorised representatives strengthen enforceability, and a witness may be used for higher-value transactions.

Key legal considerations

The letter's effectiveness depends on clauses that comply with English contract law. The non-reliance provision must be clear and comprehensive, stating exactly which representations or statements are excluded from the recipient's reliance. The hold harmless clause should specify the scope of indemnification, covering legal costs, damages and consequential losses. The Unfair Contract Terms Act 1977 may restrict exclusions that try to remove liability for negligence, and the Misrepresentation Act 1967 means any exclusion of liability for misrepresentation must be reasonable. Include an acknowledgment clause where the recipient confirms they understand and accept the terms, since this supports enforceability if a dispute later arises.

Legal requirements in England and Wales

To be enforceable, the letter should identify all parties, the subject matter and the specific information being disclaimed. Consider whether the Contracts (Rights of Third Parties) Act 1999 means a third party could acquire rights, and exclude that where it isn't intended. Where the recipient is a consumer rather than a company, the Consumer Rights Act 2015 adds protections against unfair terms. For finance and regulated matters, keep the Financial Services and Markets Act 2000 and relevant FCA rules in view, and where the disclosed material includes personal data, apply the usual data protection and security duties over how that content is stored and used. Where a shared report is a private or third-party document, note any copyright in it stays with its author and the recipient is only permitted limited use. State the governing law as England and Wales, include a jurisdiction clause, and make sure execution requirements are met. Using a standard non reliance letter as your baseline keeps this consistent across deals. If you handle a mix of these commercial documents regularly, browse the wider template library to keep your paperwork consistent.