How to Review a Defects-Liability Period After Acceptance

Della, Ops at a 22-person UK marketplace, is about to treat a thirty-day defects clock as stationery because Finance signed the build. Knowing how to review a defects-liability period after acceptance is a 25-minute hunt: write the start as Acceptance or go-live not invoice, keep a latent carve-out, refuse a change-order label on a spec-fail, and refuse five days of silence as deemed Acceptance. Then lengthen, carve latent, or walk.

September 2026. English law; exclusive courts of England and Wales. The PDF is an MSA — master services agreement, the vendor frame plus this SOW. Clause 9: “The defects liability period shall be thirty (30) days from Acceptance.” Clause 8: five (5) days of silence deems the Deliverable accepted. No latent-defect or fraud limb.

Last month a race condition appeared only under live seller load; the vendor ticketed it as “enhancement — change order.” AE Slack: “Thirty days is standard. You went live.” Friday is booked. The rush is the problem. The hidden risk is silence creating Acceptance.

A 12-month construction defects window is not a liability cut-off — and Della’s thirty days plus five-day silence is the inverse. JCT’s Making Good note: the name makes people think expiry ends liability; latent still survives making-good. Gebai (20 July 2026) sells UK new-build DLP as typically 12 months from practical completion — colour, not her SOW.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

Which date starts the defects clock — acceptance or first invoice?

The defects clock starts on Acceptance, or on go-live if you redline that, not on first invoice. Circle “thirty (30) days from Acceptance.” If clause 8 already deems Acceptance after five days of silence, those thirty days may already be running. Write the trigger: Acceptance, go-live, delivery, or invoice.

David Tollen (updated 10 April 2023): he does not often see software warranties shorter than ninety days; thirty days seems to be the bottom. Custom work: the customer wants go-live. BuildAlliance: the clock starts on practical completion, not the first invoice. Do: write “trigger = Acceptance / go-live.” Don’t: let invoice eat the thirty days.

What does a latent defect after the window still need — a carve-out?

After day 30, a bug a five-day staging click-through could not reasonably find still needs a limb: latent defects and fraud stay their cost. Della’s paper has none. Log “no carve-out — fail.”

JCT colour is the inverse: people think DLP expiry ends liability; it does not. Fenwick Elliott: a DLP is not, unless clearly stated, an exclusive remedy. Do not treat Limitation Act 1980 s.5 as six years of free fixes — that is when a claim may be brought. Do: demand a latent / fraud limb. Don’t: treat day 30 as a wipe.

Why does a spec-fail stay their cost, not a paid change order?

A Defect is a failure to meet the signed spec. A change order is new or different scope. Della’s live-load race was billed as an enhancement. Treat spec-fail as their cost, including a workaround they propose.

Sprintlaw (3 June 2026) (Australian colour, not England-and-Wales statute): define defects versus enhancements, and whether fixes sit in the fees. A warranty defect fails a signed criterion; a change request is new want. If the fight is the whole SOW wrapper, that is a different hunt: statement of work review checklist. Stay here for their-cost versus change order. Do: write the test on the card. Don’t: pay for a spec-fail labelled enhancement.

When to treat five days of silence as a deemed-acceptance trap?

Five days of silence deems the deliverable accepted. An inbox miss starts clause 9. Felthouse v Bindley (silence is not acceptance of an offer) does not rewrite a signed SOW. Log five-day silence as fail unless a realistic window, a delivery notice, and a pause when testing is blocked exist.

ReviewMyContract: 15 business days is the sample they treat as reasonable; 5 is not enough for complex deliverables. GetProjects: if the full suite takes six tester-days, a five-day window is a formality. Pinsent on SAM v Hedley: defective software that had never worked properly; Hedley still lost because it missed the rejection machinery. For example, a holiday freeze plus no pause starts the clock. Do: named inbox, ready-for-testing notice, pause when blocked. Don’t: bank on Felthouse.

What does this hunt skip — knowledge-qualified warranties and claims bars?

This hunt is how long they must fix after Acceptance. A knowledge qualifier is whose knowledge. A contractual limitation is when she may bring a claim. Neither is clause 9. Don’t: run those hunts here. Stay on 8 and 9.

If the fight is knowledge qualifiers on representations and warranties, that is a different hunt — see how to review knowledge qualifiers on representations and warranties. If the fight is a bar on bringing a claim — invoice versus knowledge, shorter than six years — that is a different hunt — see how to review a contractual limitation period and late-claims bar. Stay here for how long they must fix after Acceptance. Freeze the packet — the MSA, this SOW, and any acceptance schedule dated today — plus any exhibit — attached warranty or change-order appendix. Open 8 and 9. Do: one sentence to B52; one sentence to the claims bar.

How do you lengthen, carve latent, or walk?

Lengthen the defects window, carve latent and fraud so a hidden spec-fail is still their cost, or walk. Do not sign Friday if thirty days, five-day silence, a change-order latent, and no carve-out remain. Escalate that package. Pause the slot.

Buyer-ask colour, not a statute: 90 days from go-live, not thirty from a silence-Acceptance. Tollen usually gets more than thirty. In practice, walk if the package stays. Escalate that package to counsel — the England-and-Wales solicitor who opens clauses 8 and 9.

Success bar: a one-page log plus one sentence that would pause Friday. Della already has four: 30 days; 5-day silence; change-order latent; no carve-out. Workflow: acceptance clock (not invoice) → latent / fraud carve-out → their-cost vs change order → five-day silence trap → fence B52 / B71 → lengthen / carve latent / walk. Verify 8 and 9 before you sign. Optional: upload the same PDF to document analysis for a first-pass — a machine extract before a human reads every page — then a human still opens 8 and 9 and verifies every High flag — a high-severity extract a named reviewer still opens.