The acceptance criteria clause: how to write it so the last invoice gets paid

On a fixed-price project, acceptance is a payment question: the milestone fee is due when the milestone is accepted, so the clause decides when you get paid.

A complete acceptance clause answers four questions:

• Against what? The acceptance criteria: the written, testable conditions a deliverable must meet. They live in the SOW, deal by deal, because they differ for every project.
• By when? The acceptance period: how many days the client has to test and answer, counted from a clear starting point, usually your written notice of delivery.
• And if they say nothing? Deemed acceptance: silence past the deadline, or use of the work in the client’s business, counts as a yes.
• And if it fails? The rejection and rework loop: the client lists each failure in writing, you fix and deliver again, and the same period runs once more, a limited number of times.

Most client drafts answer the first vaguely and skip the rest.

Deemed acceptance means the deliverable is treated as accepted when the client does not reject it properly in time. It covers the usual stall: nobody on the client’s side has time to test, so nobody signs off or says no.

For goods, the law already works this way. Under the Uniform Commercial Code, a buyer accepts goods when, after a reasonable chance to inspect them, they fail to make an effective rejection, or act in a way that is inconsistent with the seller’s ownership.¹ But Article 2 of the UCC applies to transactions in goods,² and a consulting engagement or a custom build is mostly services. Do not count on a statute to fill the gap. Write the period and the consequence into the contract.

Two triggers are standard in published software and services contracts:³

• Silence. The period ends and the client has sent no written list of failures.
• Use. The client puts the deliverable into production, publishes it, or sends it to their own customers.

A typical first draft from a client’s legal team reads like this (made up, but every phrase in it is common):

What each phrase does to your last invoice:

• “Satisfactory to Client in its sole discretion” has no criteria. The client can reject for a reason that was never in scope.
• No period. Review can take as long as the client likes.
• No silence rule. Without written acceptance, nothing is accepted, ever.
• “Until it is accepted” has no limit on rounds, and every new request can be framed as a correction.
• “All Deliverables” ties the final payment to the last item, so one open question on a minor deliverable holds the whole fee.

Ten business days suits most milestones; five, a small deliverable; fifteen, a system with user testing. What matters more than the number:

• A clear start. The period runs from your written notice of delivery, not from the day someone opens the file.
• A written rejection. A rejection lists each failure and the criterion it fails. “Not ready” is not a rejection.
• A limited loop. After a rejection, you fix the listed failures and deliver again, and a shorter period runs, for only the items that failed. After two rounds, the parties meet to decide, rather than looping forever.
• Milestone by milestone. Each milestone is accepted on its own, so a late question on milestone three never holds the fee for milestone two.

Paste this into their file as a tracked change, in place of their clause, and fill in every [bracket].

If they push back on use as acceptance: offer that use in production counts after [five] business days of use.

Deemed acceptance needs a clear start. Send a delivery notice each time a deliverable is ready. Keep it short and factual: it may be the email that proves the date later.

Tommos (tommos.ai) is a CRM whose AI agents, the tommos, take a B2B inquiry to a signed contract. On the Sign plan, $899 a month for the firm, two of them work on the paper and the money of a deal.

Tommo Legal reads the client’s paper. When the client’s MSA or SOW arrives on a deal, Tommo Closer passes it to Tommo Legal, which reads it clause by clause against the positions your firm set once: your acceptance period, your deemed acceptance triggers, your limit on rework rounds. It writes a clause memo only where their text departs from your positions: their words with the section, your position, what it means for you, the counter-wording to paste, how confident it is, and whether the point is worth a lawyer. When their paper is a Word file, the changes come back tracked in their own document, beside the original in the client’s folder in your Google Drive. The memo is research, not legal advice.

Tommo Legal drafts your SOW. It drafts the SOW as a Google Doc from your own template in your Drive, with the scope, price and dates from your estimate. With no estimate on the deal, it asks you for one. When the paper is agreed, a person your firm allows to sign presses Sign on the card and signs electronically right there, with a certificate and a record of who signed and when, in the price of the plan. The copy signed by both sides is filed in the client’s folder.

Tommo Closer gets the milestones paid. It reads the signed SOW and proposes the payment schedule on a card: each amount, its date or the event it waits for, such as the acceptance of a milestone, and its payment term. You accept or change it. An amount due on an event carries the date the SOW’s own plan expects it; on that date, if the record does not show the event, Tommo asks the person who runs the work whether it happened. A person approves each invoice before it is made in Mercury and sent.

What Tommo Legal does · Every plan

Acceptance is one clause of ten. The full review, with the other nine and the email that sends your redline, is in how to review a client’s MSA before you sign.

This article comes from practice, not from a law firm, and it is not legal advice. For a large project or an unusual clause, ask a lawyer.

• An acceptance clause needs criteria, a period, a silence rule and a limited rework loop. Most client drafts have only the first, and vaguely.
• Write criteria in the SOW that a stranger could test in an hour.
• Deemed acceptance (silence or use in production) is what turns “not yet” into a paid invoice.
• Accept and invoice milestone by milestone, never on “all Deliverables”.

1. Uniform Commercial Code § 2-606(1), “What Constitutes Acceptance of Goods”, Legal Information Institute, Cornell Law School, read Oct 13, 2026
2. Uniform Commercial Code § 2-102, “Scope”, Legal Information Institute, Cornell Law School: “this Article applies to transactions in goods”, read Oct 13, 2026
3. Law Insider, “Deemed Acceptance” sample clauses from filed contracts (acceptance by signed certificate, by no rejection in the test period, or by live or operational use), read Oct 13, 2026
4. Federal Acquisition Regulation 37.602(b), performance work statements: describe the work “in terms of the required results” and “enable assessment of work performance against measurable performance standards”, read Oct 13, 2026