THE SHORT ANSWER
A deemed-acceptance clause may treat silence as approval after a stated review period. Check what starts the clock, how to give a valid rejection notice and which rights or payment obligations acceptance changes. If the window is impractical, agree a workable process before delivery.
A supplier sends your new website on Friday afternoon. Your agreement says deliverables are deemed accepted unless you give notice within five days. Your colleague who can test the booking system is away until Wednesday. Does silence now count as approval?
Read the deadline as a process, not just a number. The answer depends on the actual wording, including definitions and notice rules. This guide concerns business contracts; it does not decide enforceability or replace consumer rights under applicable law.
What starts the clock?
Look for the event that begins the review period: sending a link, receiving files, a formal delivery notice, or delivery of a complete package against stated criteria. Check whether partial delivery starts a separate clock for each item.
Then find the counting rules. Does “days” mean calendar days or defined business days? Is the first day included? Which time zone and cut-off apply? Does a notice received outside business hours count the next day? Do not import your own assumptions into a deadline.
Use the contract deadline calendar guide for a method of recording the trigger, counting rule and required action.
A fictional timeline
Assume, purely for this example, that complete delivery is received Friday 6 November, counting begins the next day, and the clause specifies five calendar days ending at 5pm in the client's time zone.
| Event | Example date |
|---|---|
| Complete package received | Friday 6 November |
| Day one | Saturday 7 November |
| Day five and notice deadline | Wednesday 11 November, 5pm |
| Internal check you arrange | Tuesday 10 November |
These dates follow the assumptions above. They are not a general legal counting rule. If your agreement instead says business days, or has different delivery and notice rules, recalculate from that wording.
Find what a valid objection requires
Some clauses ask for a written description of failures against agreed criteria. Others name a particular recipient or delivery method. A chat message saying “haven't checked yet” might not meet the agreed notice process.
Before delivery, agree who tests each item and who is authorised to accept or reject it. Record defects with enough detail to reproduce them. Keep copies of the delivery notice, your response and any acknowledgement.
Ask what happens next: does the supplier correct the identified issues, is there another review period, and does silence after resubmission have the same effect? If the supplier changes only one component, clarify whether the next review concerns that component or the whole package.
What does acceptance actually change?
Read the clauses that use “acceptance” as a trigger. It might start an invoice deadline, transfer responsibility, begin a warranty period or limit particular rejection rights. Those consequences are not interchangeable.
Check separately whether defects discovered later remain covered and whether acceptance changes intellectual-property or source-file obligations. The source-files guide helps distinguish receiving a finished export from receiving editable deliverables.
For the supplier, a clear acceptance process can stop review from drifting indefinitely. For the client, objective criteria and enough time make the process usable. Both parties benefit from separating a change of preference from work that fails the agreed brief.
Ask for a window you can actually use
We need [number] business days after receipt of the complete deliverable package to review against [agreed criteria]. Please confirm the required notice address and what happens if files or access are missing. Could we agree how corrections restart the review period and which defect obligations continue after acceptance?
If delivery has already happened, identify the actual deadline immediately. Send any required, accurate notice through the agreed channel rather than waiting for a casual conversation. You can request an extension, but do not assume it exists until it has been agreed. The clarification email guide can help you keep the message specific.
Put your own contract in context.
Starting notes from this guide are included; edit them before submitting.
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