Clause library
Warranties clause, explained
A warrantyA warranty is a promise that something is true, such as “this work is original” or “we have the right to grant this licence.”More in the glossary is a promise that a fact is true, or that the work meets a stated standard — and a breach of it is claimed as ordinary damages, not as an indemnityAn indemnity is a promise to cover another party's losses arising from a particular event or claim.More in the glossary.
Last updated 28 October 2026
What does a warranty clause do?
A warranty is a statement one side stands behind: ownership, originality, or that services will be carried out with reasonable care and skill. In England and Wales that care-and-skill duty is implied by the Supply of Goods and Services Act 1982, s.13. Express warranties sit on top. We write what you can actually know, on one shared page.
How is a warranty different from an indemnity?
A warranty is a promise that something is true. If it is not, the other side claims ordinary damages. An indemnity is a promise to pay a defined loss, often pound for pound. The same paper often has both: we warrant the work is original, and we cover a third-party claim that it is not.
What warranties do services contracts usually give?
Authority to enter the contract, originality of new work, and the right to assign or licenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary it, except for client materials and stock. Quality warranties track a written spec, not every law in every country the client sells in. Client-supplied copy should come with the client’s warranty the other way. See warranty and implied terms.
How long do warranties last?
The wording sets the period. Commercial papers often time-limit defect warranties to a number of months after delivery, with problems reported in writing. A warranty that lasts forever, with no notice process, is a different risk. Fraud sits outside any time limit you write. Put the period next to the liability cap.
Do implied terms still apply?
Yes, unless a permitted exclusion is written and holds. For business services in England, Wales and Northern Ireland, s.13 of the 1982 Act implies reasonable care and skill. Parts I and II of that Act do not extend to Scotland. US goods contracts use a different implied-warranty scheme. A “no implied termsImplied terms are obligations the law reads into a contract even when the parties did not write them down. In England and Wales they come from statute — for business services, reasonable care and skill under the Supply of Goods and Services Act 1982 s.13 — or from common law where a term is necessary for business efficacy.More in the glossary” line is still read against UCTA.
Example wording
Example · our own drafting
The Supplier warrants that it has the right to enter this agreement, that the Deliverables (except Client materials and third-party materials) are original to the Supplier, and that it has the right to assign or license them as this agreement says. These warranties last for [12] months after delivery and sit inside the liability capA liability cap is the maximum amount one party can be asked to pay the other under a contract.More in the glossary, except for fraud.
In Plain English
The supplier promises it can do this deal, that the new work is its own (except what the client or a stock site supplied), and that it can hand over the rights this paper describes. Those promises last a year from delivery and are inside the cap, unless someone lied.
What should you watch for?
| Point | Watch for | Push for |
|---|---|---|
| Scope | Compliance with all laws worldwide on a small creative fee. | Originality, authority and a written spec you can actually meet. |
| Time | A warranty with no end date and no way to report a defect. | A named period after delivery, with notice in writing. |
| Cap | Warranties left silent against the liability cap. | Warranty claims inside the cap, with fraud carved out. |
| Client materials | You warrant copy, stock or brand assets the client supplied. | A matching warranty from the client on its own materials. |
| Indemnity overlap | The same originality sentence written twice, once as an uncapped indemnity. | A warranty for the fact, and a capped indemnity for third-party claims. |
Which contracts include it?
Lex includes this clause in, among others:
- Website build agreement
- Services agreement (master services agreementA master services agreement (MSA) sets the legal terms for an ongoing relationship, with each project then agreed in a separate statement of work.More in the glossary)
- Freelancer agreement
What does the law say?
In a contract for the supply of a service where the supplier is acting in the course of a business, there is an implied term that the supplier will carry out the service with reasonable care and skill.
Source: Supply of Goods and Services Act 1982, s.13Checked 28 October 2026Pending lawyer review
Draft a website build agreement with this clause
Free for the other sideLex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
Frequently asked questions
What does a warranty clause mean?
It is a promise that a fact is true, or that work meets a stated standard. If it is untrue, the other side claims the loss as ordinary damages.
Is a warranty the same as an indemnity?
No. A warranty is a promise about facts or quality. An indemnity is a promise to pay a named kind of loss. See /clauses/indemnity and /glossary/warranty.
How long do warranties last?
The clause sets the period. Many services contracts time-limit defect warranties to months after delivery. Fraud is not time-limited by that line.
Is there an implied warranty on services in England and Wales?
In a business-to-business services contract, the Supply of Goods and Services Act 1982 s.13 implies that the supplier will carry out the service with reasonable care and skill.
Do warranties sit inside the liability cap?
Only if the contract says so. Write the warranty next to the cap so a later claim does not treat them as two silent, competing sentences.
Sources
- Supply of Goods and Services Act 1982, s.13Checked 28 October 2026Pending lawyer review
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The legal wording governsLast reviewed 28 October 2026Pending lawyer review