This clause lists the exact tests or conditions that must be met before you have to pay for or accept a deliverable. For example, a software contract might say "the system is accepted only when it passes all 47 automated tests and processes 1,000 transactions per second without errors." Without acceptance criteria, disputes happen constantly: the supplier thinks they're done, the buyer thinks the work is broken, and neither can prove who's right. Legally, acceptance criteria are crucial because they define when the supplier has actually performed their obligation—and when you must pay. In both UK and US law, the buyer's "acceptance" of goods or services is a key moment that triggers payment obligations.
Write acceptance criteria so specifically that a stranger could test them without asking questions—use numbers, not feelings ("must load in under 2 seconds," not "must be fast"). As the supplier, make sure you agree the criteria are achievable before you start work, and get written sign-off on them. As the buyer, don't add criteria after work starts; if you do, you must pay extra or extend the deadline. Build in a reasonable testing period (typically 5-10 business days) so neither side is rushed.
Frequently Asked Questions
What does this clause mean in simple terms?
This clause lists the exact tests or conditions that must be met before you have to pay for or accept a deliverable.
Why should I care about this clause?
For example, a software contract might say "the system is accepted only when it passes all 47 automated tests and processes 1,000 transactions per second without errors." Without acceptance criteria, disputes happen constantly: the supplier thinks they're done, the buyer thinks the work is broken, and neither can prove who's right.
What are my options?
Legally, acceptance criteria are crucial because they define when the supplier has actually performed their obligation—and when you must pay.
How does this affect small businesses?
In both UK and US law, the buyer's "acceptance" of goods or services is a key moment that triggers payment obligations.