Acceptance clause for freelancers
An acceptance clause with a review period and deemed acceptance, so a project can't stay 'almost done' forever.
Acceptance clause: copy and adapt
The Client has [5] business days from delivery to review each deliverable and report, in writing, any failure to meet this agreement. The Provider will correct reported issues within a reasonable time. If no issues are reported within the review period, or the Client uses the deliverable in its business, the deliverable is deemed accepted.
When to use it
On any project where final payment depends on delivery, especially software, websites and anything with a sign-off step.
Variants by trade
Software
Acceptance testing is performed against the acceptance criteria in the statement of work. Defects are classified as blocking or minor; only blocking defects delay acceptance.
Content and writing
Drafts are deemed accepted if the Client does not request changes within [7] days of delivery.
Frequently asked questions
What is deemed acceptance?
A rule that the work counts as accepted if the client doesn't raise issues within the review period, or starts using it.
Why do I need an acceptance clause?
Without one, a client can withhold the final payment indefinitely by never signing off.
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These clauses are general templates, not legal advice. Laws vary by country and state; for high-value or unusual deals, have a lawyer review your contract.