Acceptance Process. Upon delivery of each Deliverable, the Customer shall have five (5) business days to review and either:
- Accept the Deliverable in writing, or
- Reject the Deliverable with a written description of material deficiencies referencing the acceptance criteria defined in the applicable Statement of Work.
Deemed Acceptance. If the Customer does not respond within the review period, the Deliverable shall be deemed accepted.
Cure Period. If the Customer rejects a Deliverable, the Contractor shall have ten (10) business days to cure the identified deficiencies and resubmit. The Customer then has an additional three (3) business days to re-review.
Scope of Rejection. The Customer may only reject a Deliverable based on material non-conformance with the acceptance criteria specified in the Statement of Work. Cosmetic preferences, scope additions, or requirements not documented in the SoW do not constitute valid grounds for rejection.
How this clause works in practice¶
The 5-day review window prevents indefinite "we haven't looked at it yet" delays. Deemed acceptance after 5 days is the contractor's main protection — without it, a busy client team can block payment indefinitely by simply not reviewing.
The "scope of rejection" paragraph is critical: it limits rejection to documented criteria, not subjective preferences. Without this, acceptance becomes a moving target.
Interaction with other clauses¶
- Triggers payment via Milestone-Based Payment
- Governed by the scope defined in Statement of Work
- Disputes escalate through Payment Dispute (client-facing)
Commentary
Defines the acceptance process for deliverables. Pairs with milestone-payment to create the delivery-and-pay cycle in SoW engagements.