Acceptance testing before payment

If you are informed, you will demand an acceptance
test so you can be sure your new computer system
is running properly


[Dana H. Schultz]

After an exhaustive (and exhausting) search, you have found the right vendor to design and install your new computer network. Products and services have been specified. Prices have been set.

Now it's time to sign an agreement. "This is the standard contract all our customers sign," the salesman says reassuringly. You notice that the agreement calls for a substantial deposit on signing, and the balance of the purchase price shortly after installation. Should you sign?

If you are naive, you just may because you do not know any better. On the other hand, if you are informed, you will demand what is known as an acceptance testing provision so you can be sure the system runs properly before you fork over that last dollar.

Knowledge is power

An acceptance test specifies system performance criteria that must be met. Once the criteria are satisfied, you are obligated to accept the system and pay the balance of the purchase price. If the criteria are not satisfied, you can reject the system and rescind the contract.

With your prodding, any vendor can come up with acceptance testing language.

Be on guard, however, against proposed acceptance tests that require little more than a perfunctory showing that the software runs on the hardware.

The negotiations

On occasion, I have been able to help a client negotiate an acceptance test that says, in effect, "The customer pays when the customer is satisfied."

This approach makes some sense because a dissatisfied customer is unlikely to pay in any event. However, many vendors feel uncomfortable with a test that is based solely on the customer's possibly-subjective evaluation of system performance.

Vendors prefer objective, clearly-defined benchmarks.

The benchmarks

The benchmarks need to be accompanied by procedures that explain each party's responsibilities. Acceptance tests normally have provisions regarding:

Sweating the details

The foregoing is just a broad outline. Many details must be addressed -- for example:

Bottom line

The bottom line is that a tightly-defined acceptance test makes sense for both parties. The customer gains assurance that the system will work properly, and the vendor gains a secure, satisfied customer.

Dana H. Shultz is an Oakland-based lawyer, certified management consultant and speaker specializing in office technology and online marketing. He may be reached by e-mail at dhshultz@ds-a.com and on the World Wide Web at http://seamless.com/ds/.