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warranty-clause

Representations, Warranties, and Disclaimers​

  • Representations and Warranties: This is sometimes used as a broader heading than Warranties & Disclaimers. It's a key section that sets out what each party promises is true about themselves and their ability to enter into the agreement.
  1. Client Representations. The Client confirms that all content, materials, and information they provide (including text, images, and data) are accurate, lawful, and do not infringe on any third-party rights. The Client has the right to give the Developer permission to use them for the project.
  2. Developer Representations. The Developer will perform the services in a professional and workmanlike manner, using industry-standard coding practices.

Warranties and Disclaimers​

  1. Limited Warranty. Service Provider warrants that, for thirty (30) days after final delivery, the Website will materially conform to the agreed specifications. Service Provider's sole obligation during this period is to correct reproducible defects reported in writing.
  2. Post-Warranty Support. After this warranty period, bugs and minor issues will be addressed only under the Maintenance clause of this Agreement, if applicable.
  3. General Disclaimers. Except as expressly stated above, Service Provider provides the Website and services "as is" and makes no other warranties, express or implied. This includes, without limitation, warranties of merchantability, fitness for a particular purpose, non-infringement, error-free operation, uninterrupted availability, or achievement of specific business results.
  4. No Guarantees. Service Provider does not warrant or guarantee:
    • Search engine optimization (SEO) performance or rankings;
    • Compliance with legal or regulatory requirements (including ADA, WCAG, GDPR, privacy laws, or other accessibility standards), though reasonable efforts may be made as described elsewhere in this Agreement;
    • Future compatibility with browsers, devices, or operating systems;
    • The performance, uptime, or availability of third-party tools, plugins, hosting providers, or internet services.
  5. Limitation of Damages. Service Provider is not liable for any indirect, incidental, special, or consequential damages, including lost profits, revenue, or savings, arising out of or related to the services or Website.

Yes, there is a gray area that a client could exploit if your contract doesn't clearly separate the acceptance clause from the warranty clause. Adding the explicit sentence, "Final acceptance shall not limit the Client's rights under the 30-day warranty," is an excellent practice to remove that ambiguity and protect yourself from a dispute.

The Ambiguity Explained​

The issue lies in the different legal purposes of an acceptance clause and a warranty clause.

  • Acceptance Clause: This clause typically signifies the end of the initial project and confirms that the client has received the deliverable and that it meets the agreed-upon scope of work. It’s often tied to final payment. Without a clear distinction, a client might argue that once they have "accepted" the project, their right to claim a warranty has expired, or they may use the warranty period to try and get new features or an unlimited number of changes for free.

  • Warranty Clause: This clause is a separate promise from you that you will fix certain types of defects that appear after acceptance, for a limited time period. These are typically bugs that weren't obvious during the initial review.

Without the clarifying language, a client could potentially exploit the situation in a few ways:

  • Disputing Final Payment: A client might accept the project and then, a week later, discover a minor bug. They could argue that the warranty period has not even started yet and refuse to make the final payment until you fix the bug, even if your contract says final payment is due upon acceptance.
  • Attempting to Void Acceptance: A client could claim that since a defect appeared, their initial "acceptance" of the project was void. They may then demand extensive changes or a refund, arguing that the project was never truly accepted in a functional state.
  • Confusing Warranty with the Acceptance Period: They may argue that because the warranty is active, they can report any issue, big or small, and you are obligated to fix it immediately, regardless of what the acceptance clause says.

Why You Need to Explicitly Add the Language​

Adding the phrase "Final acceptance shall not limit the Client’s rights under the 30-day warranty" makes the contract conspicuous and unambiguous. It clearly establishes:

  1. Acceptance is the end of the initial build phase. It's a key milestone that triggers the final payment and shifts the project into a new, separate phase: the warranty period.
  2. The warranty is a separate, post-acceptance commitment. It is a promise to remedy certain issues that arise after the client has already signed off on the project.
  3. The client cannot use the warranty to avoid final payment. By explicitly stating that the two are not linked, you clarify that final payment is due upon acceptance, regardless of the warranty that follows.

This small but important addition protects you from misinterpretation and potential disputes, ensuring both parties understand their rights and obligations at each stage of the project.