Representations and warranties are statements and promises one party makes to the other in a contract. A representation is usually a statement of fact as of signing, such as “we hold this certification” or “we have authority to enter this agreement.” A warranty is usually a promise that something is, or will remain, true, such as “the service will perform materially as described in the documentation.” In IT, telecom and SaaS contracts they cover performance, security, compliance with law and ownership of what is delivered. If one proves untrue, the contract and the governing law decide what remedy follows.
At a glance
- They are contractual statements and promises about a service, product or party.
- Common subjects include performance to documentation, workmanlike services, security controls, compliance with law and non-infringement.
- Many provider forms disclaim implied warranties and limit remedies to repair, re-performance or refund.
- Statements made outside the contract may not count if the contract has an entire-agreement clause.
- Remedies and enforceability depend on the jurisdiction and wording. This is general information, not legal advice.
What problem it solves
Buyers choose providers based on what they are told: the platform scales, the data center is certified, the network has diverse paths, the software has no known vulnerabilities. Representations and warranties turn those claims into contract terms so the buyer has a remedy if they turn out to be wrong. They also put the provider’s statements on record, which matters in disputes and in vendor risk reviews.
For the provider, carefully drafted warranties define the limits of what it stands behind, so it isn’t held to every claim made in a sales cycle.
How it works
Express warranties. The contract lists specific promises. Common examples in technology contracts:
- The service will perform materially in accordance with its documentation.
- Professional services will be performed in a professional and workmanlike manner.
- The provider will maintain stated security controls or certifications.
- The provider will comply with laws applicable to its provision of the service.
- Deliverables will not infringe third parties’ intellectual property, often backed by an indemnification clause.
Representations. Statements of fact, such as authority to sign, absence of litigation, or accuracy of information provided in a security questionnaire or bid response.
Disclaimers. Provider forms commonly disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose, and may disclaim warranties that the service will be uninterrupted or error-free. How effective those disclaimers are varies by jurisdiction.
Remedies. Contracts often set an exclusive remedy for warranty breaches, such as correcting the defect, re-performing the work or refunding fees for the affected period, with a deadline for raising claims. Larger failures may amount to a material breach, and remedies remain subject to the limitation of liability clause.
Enforceability and interpretation depend on the governing law, the jurisdiction and the exact wording, including how the jurisdiction treats representations made before signing. This is general information, not legal advice; have counsel review the contract.
Comparing commitments and remedies across provider contracts is part of telecom expense management; our managed network services page covers what to require in network provider agreements.
When it matters for buyers
- When sales claims drive the decision. Get critical capabilities written into the warranties, statement of work (SOW) or SLA.
- Security and compliance reliance. If you rely on a provider’s certification or controls, ask it to warrant that it will maintain them.
- Implementation projects. Warranty periods on deliverables decide how long you can demand fixes at no extra cost.
- Acquisitions. In IT due diligence, representations about systems, contracts and incidents are central to the deal documents.
Questions to ask vendors
- What specific warranties do you give on performance, security and compliance?
- Will you warrant that you will maintain the certifications and controls you described in your proposal?
- Which implied warranties do you disclaim, and why?
- What is the remedy if a warranty is breached, and is it the exclusive remedy?
- How long do warranties on implementation work last, and how do we make a claim?
- Will the answers in your security questionnaire or proposal be incorporated into the contract?
How it differs from a service level agreement
A service level agreement (SLA) sets measurable performance targets, such as uptime or response times, usually with credits as the remedy when they are missed. Warranties are broader promises about quality, compliance and conduct that may not be measured continuously. An SLA miss is usually handled through credits; a breach of warranty may support other remedies, depending on the contract. Many contracts link the two, for example by stating that SLA credits are the sole remedy for availability failures.