Software contracts and the acceptance testing procedure

his article considers the contractual issues raised in drafting arrangements for the conduct of acceptance testing procedures in software supply contracts. Consideration is given both to express terms in the software contract as well as those which may be implied by law.‘Acceptance’ is a significant stage in the contractual process – commercially, it is likely to operate as a payment milestone and legally it will affect the application of any warranty provisions and potential remedies which may be available to the customer. Particularly in the context of supplying software, the function and scope of acceptance testing can be a problematic and controversial issue. This article considers the potential for conflict between the commercial aspects which may be pertinent in drafting an appropriate acceptance testing procedure, and the terms which may be imposed upon that procedure by virtue of statutory provision. In doing this, the issue is approached from two contractual positions: express provisions which may be laid down in the software contract and terms which may be implied into the contract by law. This reveals the impact each may have upon the other, highlighting the challenges to be considered and confronted by the contracting parties when drafting acceptance testing procedures for software contracts