Category: Insurance definitions · Reviewed by Jake Leat, Associate Director · Last reviewed May 2026
A warranty in a PI policy is a contractual promise that some state of affairs exists or will be maintained; breach can suspend or end the cover. A representation is a statement of fact made at inception that affects whether the contract is induced; an inaccurate representation may engage non-disclosure or misrepresentation remedies but does not, by itself, suspend cover.
The distinction is one of the oldest in English insurance law and was modernised by the Insurance Act 2015.
A warranty is a contractual term, often introduced by language like “warranted that” or “the insured warrants that”. It can be: (a) a warranty of past or present fact (“warranted that the insured maintains documented file-review procedures at inception”); or (b) a continuing warranty as to future conduct (“warranted that file-review procedures will continue throughout the policy period”). Breach of warranty engages the remedies in sections 10 and 11 of the 2015 Act.
A representation is a statement of fact made in connection with the contract — typically in the proposal form, presentation document or pre-inception meetings. A representation is true or false at the point made. If material and inducing, an inaccurate representation engages section 3 remedies for misrepresentation under the duty of fair presentation.
The shorthand: warranties are contractual promises; representations are statements of fact. Warranties live in the policy as ongoing terms; representations live in the pre-contractual process as accuracy obligations.
The 2015 Act changed both regimes materially.
Warranties — what changed. Section 10 abolished the rule that any breach of warranty automatically discharged the insurer from liability. Instead, breach now suspends cover from the point of breach until remedy. Once the breach is remedied, cover resumes. Section 11 added a further protection: where a warranty exists to reduce the risk of a particular kind of loss, the insurer cannot rely on breach of that warranty to defeat a claim that arose from a different kind of loss, provided the insured can show the breach could not have increased the risk of the loss that occurred.
The practical effect: warranties are still strict, but a breach affecting one risk category does not automatically deny cover for unrelated claims. The cover-suspension mechanism is also more flexible than the old discharge rule.
Representations — what changed. Section 9 abolished “basis of contract” clauses that converted statements in a proposal into warranties wholesale. Representations now sit in the duty-of-fair-presentation regime in sections 3 to 7. Inaccurate representations engage proportionate remedies for non-disclosure or misrepresentation — see PI non-disclosure vs misrepresentation.
The combined effect: the bright line between warranty and representation became more practically important, because the consequences of each diverged. Insurers can still draft warranties — they remain powerful — but they cannot use the proposal form to convert representations into warranties without the insured’s clear understanding.
A solicitors’ PI policy at renewal contains the following:
“The insured warrants that file-opening procedures including conflicts checking will be carried out on every new matter throughout the period of insurance.”
The same proposal contained:
Question 14: “Have you experienced any cyber security incidents in the last 24 months?” Answer: “No.”
In year two of the policy:
Different mechanisms, different remedies. The cyber misrepresentation does not “breach a warranty”; the file-opening breach is not “non-disclosure”. Treating them under the right framework matters for the outcome.
Three contexts make the warranty / representation distinction practically decisive.
Drafting and review. Insurers and brokers should be alert to whether a clause is being introduced as a warranty (strict) or as a representation (statement of fact). The word “warrant” is not always determinative — the substance and context matter — but it is a strong signal.
Notification of breach. A discovered warranty breach mid-term raises an immediate question: do we notify and is the cover suspended? Section 10’s remedy mechanism makes notification productive even when the insured fears the worst.
Coverage disputes. Disputes about cover often turn on whether what the insurer is calling a warranty was really a representation, or vice versa. The forensic analysis can change the remedy completely.
Common warranty and representation forms include:
What is a warranty in a PI policy?
A contractual promise — past, present or continuing — about a fact or course of conduct. Breach suspends cover until remedy under section 10 of the Insurance Act 2015.
What is a representation in a PI policy?
A statement of fact made in connection with the contract, usually in the proposal or presentation. Inaccuracy engages the non-disclosure / misrepresentation regime in section 3 of the Act.
How can I tell which a clause is?
Look for warranty language (“warranted”, “the insured warrants”) and ask whether it is contractually structured as a promise. Substance and context can convert apparent representations into warranties or vice versa, but plain warranty wording is the strongest indicator.
Does breach of warranty void my whole policy?
No. The 2015 Act abolished automatic discharge. Breach suspends cover from breach to remedy. Section 11 also protects against unrelated claims being defeated by warranties designed for a different risk.
What is a basis of contract clause?
A historical drafting device that converted all proposal statements into warranties. Section 9 of the 2015 Act made these ineffective in commercial insurance.
Can a representation be converted into a warranty?
Only by drafting that clearly does so. The 2015 Act limits implicit conversion. Insurers wanting warranty treatment must draft warranties expressly.
What is the difference in remedy between breach of warranty and misrepresentation?
Breach of warranty suspends cover from breach until remedy, with section 11 protection. Misrepresentation engages proportionate remedies (avoidance for deliberate/reckless; proportional reduction for careless).
Should I worry more about warranties than representations?
Both matter. Warranties are immediately powerful within the policy; representations operate at proposal stage. Drafting reviews should pick up both before the policy is bound.
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Apex Insurance Brokers Ltd is a Bristol-based insurance broker authorised and regulated by the Financial Conduct Authority (firm reference number 724952). The company is registered in England and Wales under Companies House number 07014570. Contact: info@apexinsurancebrokers.co.uk | 0117 325 0027.
Last reviewed: May 2026 by Apex Insurance Brokers Ltd.
Important: this article is general information, not advice on your specific circumstances. For advice on PI insurance for your firm, contact us on 0117 325 0027 or info@apexinsurancebrokers.co.uk.
Apex Insurance Brokers serves UK professional services firms and commercial businesses. Call 0117 325 0027, email hello@apexinsurancebrokers.co.uk, or request a quotation.
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