How to Review a Software Pilot or POV Agreement Before Conversion

An ops lead at a 17-person UK content agency is about to treat a 60-day Proof of Value as a harmless trial because sales said they will just flip to the MSA — a master services agreement the vendor hangs later order forms on. The hidden risk is silence becoming a paid term, live client files going up with no processing paper, and a £4,000 fee with no year-one credit under Friday pressure.

In September 2026, Pax — Ops at that agency — has Finance’s yes on a “Proof of Value Agreement — 60 days.” Clause 2 ends 12 November 2026 with no named go/no-go owner. Clause 3: “evaluate in good faith.” Clause 4: fourteen silent days continue this paper as the Vendor MSA at Year-One Fees in Schedule B — “to be confirmed.”

Clause 8 asks for production files with no DPA — a data processing agreement — and no UK GDPR Article 28 exhibit — an attached schedule. Finance paid £4,000 with no year-one credit. Clause 11 deletes “upon request,” with no days. AE Slack: “Standard POV.” Conversion is Friday. Typical mistake: treating the heading as a demo while a costly silence clause sits in the same PDF.

A delete that runs only “upon request,” with no days, is not a no-conversion exit — and silence is a conversion mechanic, not a courtesy. Common Paper Pilot 1.1 (23 July 2025, structure) deletes within 60 days only if the customer asks. Sprintlaw (28 August 2026) : a pilot is already binding even if unpaid, and it does not guarantee a sale unless you wrote an option or an automatic transition.

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

Which name owns the Friday go/no-go — and is the end date booked?

Write the Pilot End Date on a calendar and put one human name next to it. A 60-day heading is not a decision. If the owner is “the team,” write no named owner. Book the go/no-go meeting on day one.

Freeze the packet — the files you will convert or walk from: the POV PDF, the promised MSA, Schedule B, and any DPA. Circle 12 November 2026. Write one named owner who can say no. Stackmatix wants a named economic buyer before kickoff. Causo Hub wants one owner and a hard end date before day one. Do: write the date and one person. Don’t: treat “we’ll decide later” as a plan. If sales calls this “just an LOI,” that fight is the letter of intent versus binding contract review.

What does a success metric look like before anyone uploads a file?

A success metric is one number, one threshold, one method, and one date — written before anyone uploads a file. “Evaluate in good faith” is not that sentence. If the champion will not agree a number that can fail, the criteria are political.

Causo’s colour: “reduce ticket resolution time by 30%,” not “improve support workflows.” Density Labs : criteria have to be falsifiable or the pilot never ends. LegalClarity (20 May 2026) adds failure criteria — setup missed, owner absent, security fail. For example, Pax’s Clause 3 fails on sight. Do: write one number and a kill rule. Don’t: start live files on a good-faith sentence.

Why does a pilot with live client files still need a DPA?

Live client files or any personal data under UK GDPR still need a DPA in a pilot. A Trust Centre badge is not Article 28 wording. If that paper is missing, do not upload.

Pax’s Clause 8 already asks for production files. Under UK GDPR Article 28(3)(g) the processor contract must say that, at the controller’s choice, the processor deletes or returns all the personal data and deletes copies unless domestic law requires storage. The ICO repeats that sentence. Pax has no DPA. Do: mark DPA attached or missing before any live upload. Don’t: treat a trial heading as a privacy carve-out. Full DPA hunt: data processing agreement checklist.

What does fourteen-day silence do to the paid MSA?

Conversion is a new signed order at a written year-one price. Silence fourteen days before the end date is a conversion mechanic, not a courtesy. If Schedule B is blank, the price is not on the paper.

Circle Pax’s Clause 4. Fourteen silent days continue this Agreement as the Vendor MSA at fees that do not exist yet. Common Paper’s standalone pilot does the opposite: a Definitive Agreement is a separate paper. JetThoughts (2026) writes auto-convert unless the partner opts out in writing within 7 days — a seller default. In practice, write “new signed order” or “silence = MSA.” Do: refuse a blank Schedule B. Don’t: miss the 14-day notice. Year-two evergreen is the auto-renewal clause review.

How do you lock delete, export, and a year-one credit?

Write the export window, the delete days, and whether the £4,000 is a credit against year-one. “Upon request” with no days is not a no-conversion exit. If the fee is kept and delete is undated, write that down.

Common Paper / LegalClarity colour: delete within a defined window, often 60 days, upon request. Salesforce’s pilot DPA (January 2023, structure) gives 30 days to export, then deletion. ICO: delete or return, controller’s choice. Pax’s Clause 11 fails those clocks. JetThoughts / LegalClarity colour: credit the fee toward year-one. Pax’s £4,000 has no credit line. Do: write export days + delete days + credit yes/no. Don’t: assume “upon request” wipes the disk. Live-SaaS export format is the SaaS data-export checklist.

When to sign the POV, convert, or stop?

Sign the POV only if the log shows an end date, a named owner, a falsifiable metric, a DPA if live data, a new signed order at a written price, and a dated delete. Convert only on a separate order you have read. Stop if silence becomes an MSA at a blank price, live files have no DPA, or delete is undated.

Hunt IP in one pass. If the POV assigns ideas, one sentence then the feedback-licence review; training on customer files is the vendor AI-training rights review. Spend counsel — the solicitor you instruct, not a chatbot — on silence-to-MSA, live data with no DPA, or an undated delete.

Success bar before Friday: fill the one-page log — end date + named owner, falsifiable metrics, DPA if live data, new order or silence = MSA, year-one price, export + delete days, fee credited — and point to one sentence that would pause the call. “Standard POV” is not that sentence if silence becomes the MSA, live files have no DPA, and the £4,000 sits with no dated delete. Optional first-pass — a first machine pass that extracts clauses before a human reads every page — at document analysis, then a human opens every High flag — a high-severity extract a human must verify — plus the silence sentence. Do not treat the heading as a green light.