Deliverables & Acceptance
Also called: Acceptance Criteria · Acceptance Testing
Deliverables are the specific outputs a party must hand over. Acceptance is the mechanism by which the recipient confirms those outputs meet the agreed standard — and, in most contracts, the trigger that makes payment due.
In more detail
The critical mechanic is what happens on silence. Well-drafted acceptance clauses include deemed acceptance: if the recipient does not reject within a defined window, the deliverable is treated as accepted. Without it, a client can leave an invoice unpayable indefinitely simply by not responding.
Acceptance criteria should be objective. "To the client’s satisfaction" gives one party unilateral control over whether the other gets paid, which is rarely the intended commercial bargain.
The clause should also define what happens on rejection: how many correction cycles are included, how quickly rejection reasons must be given, and at what point repeated rejection becomes a dispute rather than an iteration.
What our lawyers check
- Whether acceptance criteria are objective or purely discretionary
- Whether a deemed-acceptance window exists — the single most important protection for the supplier
- How many correction cycles are included before extra work becomes chargeable
- Whether acceptance is properly linked to the payment trigger
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms