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Home // Software contracts: acceptance tests – what you need to know

The right software doesn’t just drive business. It has the potential to transform.  But if you purchase technology that doesn’t work or is not quite the right fit for your organisation the commercial cost can be huge.

Nath Solicitors in London works with IT developers and purchasers of software to reduce the possibility of unsuccessful, costly software launches. Our specialist contracts solicitors draft bespoke agreements that ensure the right testing and acceptance provisions are in place ahead of any final handover of new software solutions.

In this type of contract the aim is to enable the purchaser to raise legitimate concerns without being able to unreasonably withhold acceptance of the software.


Buying technology for your business is not like buying office equipment or machinery. It is often impossible to tell at the time of purchase if the software is fit for purpose. Acceptance testing is one way software contracts differ from most other commercial contracts. Even relatively standard software usually requires some level of modification before going live. A period of testing, mutually agreed between purchaser and vendor is often the only way to ensure optimum performance.

Acceptance testing can also minimise risk to the reputation of your business. For customers, poorly functioning systems will undermine confidence in your reliability. And obvious flaws may lead to external regulators paying more attention to your business than previously. This may increase the likelihood of intervention or investigation.


The demands made of a particular piece of software will differ from company to company. It’s why bespoke agreements for testing are important. And it explains why standard, pro forma, template agreements may end up confusing both parties to an acceptance test agreement.

Acceptance test agreements should address the following:

  • Prelaunch and post launch test criteria
  • How long the test period will last
  • Response times to issues when they arise
  • The circumstances in which the system may be rejected
  • Ownership of software and intellectual property
  • Dispute resolution
  • Liability for losses in the event the software fails
  • The level of resources allocated to testing on both the buyer and seller side
  • Suitably qualified testers

When technology works well the commercial benefits are obvious.  Characteristics of particular software that are seen as a positive by one company might be considered flawed by another. Glitches will only by revealed by testing the product in real time in its intended environment. But this process must be managed appropriately. Bespoke, comprehensive user acceptance test agreements are the most effective way to do this.

For more information on these and other commercial contracts please call us on 0203 983 8278 or contact us online.


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