Warranty clause: promising a standard and backing it

Sample clause

a website build between Kestrel Digital and Tidewater Marine, a boat servicing business replacing a booking page it wrote itself

11. Warranties 11.1 Kestrel Digital warrants that it has the right to enter into this Agreement and that the Deliverables do not infringe the intellectual property rights of a third party. 11.2 Kestrel Digital warrants that for ninety (90) days after the Go Live Date the Website will operate materially in accordance with the Specification when used on the browsers listed in Schedule 2. 11.3 If the Client notifies Kestrel Digital in writing of a failure to meet the warranty in clause 11.2 during that period, Kestrel Digital must rectify the failure at its own cost within ten (10) business days, or within a longer period the parties agree in writing. 11.4 The warranty in clause 11.2 does not apply to a failure caused by a change the Client or a third party makes to the Website, by content the Client supplies, or by a third party service the Website relies on. 11.5 The Client warrants that it owns or is licensed to use all content it supplies and that the content does not infringe any third party right. 11.6 These warranties are in addition to any right the Client has that cannot lawfully be excluded.

Sample wording, not legal advice.

Variants

What to negotiate

• Outcome or effort

  Customers want a warranty that the thing works. Suppliers offer a warranty that they will perform with due care and skill, which is a promise about conduct rather than result. The settlement usually warrants conformity with a written specification, since that gives the customer an objective test and gives the supplier a boundary.

• The remedy

  Suppliers want the remedy limited to repair, replacement or re performance, at their option, within a stated period. Customers accept that provided there is a fallback if the supplier does not fix it, typically a right to engage someone else and recover the cost. Without the fallback, the remedy depends on the party in breach.

• Knowledge qualifiers

  Adding to its knowledge to a warranty converts a promise about facts into a promise about awareness, which is much weaker. It is appropriate for things the giver genuinely cannot verify, such as whether a third party intends to sue, and inappropriate for things inside its own records. Customers should query every one.

The risk of leaving it out

Without express warranties the customer relies on statutory guarantees and on implied terms, which exist but are harder to apply to a bespoke deliverable than a written specification would be. There is also no agreed period, no notification process and no defined remedy, so a defect three months after delivery becomes an argument about whether anything was promised at all.

Contractual warranties beside the statutory ones

Australian law supplies consumer guarantees under the Australian Consumer Law for many supplies of goods and services, including acceptable quality, fitness for a disclosed purpose and due care and skill, and those guarantees apply whatever the contract says. A contractual warranty sits on top of them, and its value is precision: it names the specification, the period, the notification process and the remedy, none of which the statutory guarantees define for a bespoke build. Good drafting says expressly that the contractual warranties are in addition to rights that cannot be excluded, which avoids an argument that the clause was trying to replace them.

Common mistakes

The warranty period runs from delivery when nobody agrees what delivery means. The warranty covers the deliverable and says nothing about content or changes the customer makes, so every failure becomes contested. The remedy is repair at the supplier's option with no time limit and no fallback. And the clause appears to exclude statutory guarantees, which overreaches and weakens the whole risk section when a court reads it down.

Where it sits in a generated document

Warranties come before the liability clauses, because the exclusions and the cap operate on the claims the warranties create. A generated build agreement numbers each warranty separately so the exclusions can carve out particular ones by number instead of by description. Where a warranty refers to a specification, the specification is generated as a schedule in the same document rather than described inside the clause.

Documents that carry this clause

Service agreementBeacon Systems supports Harlow Freight’s IT for an initial 24 months from 1 October 2026 at $8,400 a month plus GST, with 40 hours included and $220 an hour beyond them. Twelve numbered clauses cover the services, a four level severity table, client duties, fees with a CPI adjustment, confidentiality, privacy, IP, a liability cap, termination and a three step dispute ladder.Statement of work template under a master agreementArdent Analytics migrates Coastline Insurance’s claims database to a cloud platform over 18 weeks under SOW-2026-041, governed by a master services agreement dated 3 March 2026. The work is time and materials with four roles priced by the day and a $412,000 estimate before GST, five dated deliverables, ten business days to accept each one, and five assumptions written down before anyone starts.Vehicle sale agreement templateA dual cab ute is changing hands between two people on the Central Coast for $28,500. No dealer, so no statutory warranty and no guarantee of clear title. What the buyer gets instead is five written warranties, a register certificate number, and a mechanic's report obtained before the balance moves.Motorcycle sale agreement with the VIN, odometer and roadworthyA private bike sale is usually settled in a driveway with a bank transfer and a handshake, and that is exactly when the roadworthy certificate and the finance search get skipped. This agreement records both before the money moves, along with the two numbers that decide whether the bike is what the advertisement said it was.

Questions people ask