Warranty

A promise or guarantee that certain facts or conditions are true or will be fulfilled, commonly found in commercial contracts including those governing data processing relationships. In privacy contexts, warranties appear in data processing agreements, vendor contracts, and terms of service, typically addressing: data security measures, compliance with applicable laws, authorized processing activities, absence of malware, and intellectual property rights. Common privacy-related warranties include processors warranting they'll implement appropriate security, comply with GDPR, only process per controller instructions, and maintain confidentiality. However, warranties have limitations—they don't guarantee outcomes, only that stated conditions are met. Breach of warranty can trigger contractual remedies like indemnification, termination rights, or damages. Organizations should: carefully review warranty provisions in vendor agreements, understand what's warranted versus disclaimed, include appropriate warranties in their processor agreements, avoid overcommitting through warranties they cannot fulfill, and recognize that warranties complement but don't replace proper due diligence and monitoring. Privacy agreements should balance reasonable warranties against practical limitations, avoiding absolute guarantees that no party can truly provide.