Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Warranty definition

What does Warranty mean? A warranty is a contractual promise that specified facts are true or that goods or services will meet stated standards. Lawyers use warranties to allocate risk and support due diligence, commonly in sale of goods, supply, real estate and M&A/share purchase agreements. In sale of goods law, “warranty” is defined by statute: Sale of Goods Act 1979 (England & Wales, Scotland and Northern Ireland) and the Sale of Goods Act 1893 as amended by the 1980 Act (Ireland) treat a warranty as a stipulation collateral to the contract’s main purpose. Breach of warranty gives a right to damages but not to...

Software licences: UK drafting guidance on warranties, implied terms, sole remedies, exclusions, and third-party IP indemnities and claims conduct

Published by a LexisNexis TMT expert

Practice notes

This Practice Note explores the principal legal and commercial considerations that may surface in a business-to-business setting when drafting and negotiating warranties and indemnities for both standard and off-the-shelf software licences, as well as more intricate arrangements. For guidance on other core matters affecting software licences, including limitations on liability linked to warranty or indemnity claims, see Practice Note: Key issues in software licence agreements. See also the following materials on dispute resolution:

pre-action: general—overview
Starting a claim or counterclaim—overview
Contractual breach damages and remedies—overview

For warranties and indemnities within cloud models, including software as a service (SaaS), see Practice Note: Cloud computing—key legal issues.

Warranties

A warranty is a contractual promise (see Bentsen v Taylor & Sons). In most commercial agreements, including software licences, warranties are assurances that specific facts or states of affairs are accurate, but they can also be undertakings to take certain steps in future or to prevent particular outcomes. Market practice varies significantly between standard and bespoke software in relation to the breadth of warranty protection typically provided. While suppliers of mass-market software offer...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Tom Bohills

Founders Law

Tom qualified at White & Case into their Commercial, IP & IT team in 2014, becoming the IP/IT lead for the firm’s main banking client.Tom joined Algomi as their Legal Counsel in 2015, helping the company grow from a small start up to being recognised as one of the world’s most innovative FinTech companies by Forbes and one of the hottest FinTechs in Europe. In 2017, Tom was appointed Head of Legal at the multi award winning Regtech company, Red Deer, guiding them through the twin challenges of the GDPR and MiFID, as well as being asked to advise the wider corporate group and management company.In 2019, Tom founded Founders Law to serve the booming ﬁnancial and regulatory tech sector in London. Its particular focus is on young to medium maturity technology companies in high growth mode. In 2020, following the rapid growth of the...

John Benjamin

Duane Morris

John Benjamin serves as a co-chair for the Duane Morris Technology, Media and Telecom industry group. He is one of the UK’s leading technology lawyers with clients across the globe. Mr. Benjamin focuses his practice on intellectual property, technology and privacy law, dealing with both transactional matters and disputes in the UK and abroad. He is regularly asked to advise global technology companies on bleeding edge legal issues that cross multiple disciplines. These often involve “bet the farm” decisions where he is asked by clients to provide legal solutions to help turn their aspirations into reality. His skills have been developed both in private practice as well as in an in-house environment (whilst working at a multi-national consumer electronics company). Mr. Benjamin has extensive experience in data protection matters, including the General Data Protection Regulation (GDPR). Mr Benjamin serves on the firm’s Diversity and Inclusion Committee and...

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...