Numerique
Secure your IT projects with robust contracts: from the specifications to acceptance, including warranties and the allocation of liabilities.
Context
An IT project rarely succeeds or fails on the technical side alone. What makes the difference is the contract that frames it: it defines the scope, each party's responsibilities, the deadlines, the warranties and the remedies in the event of a problem. Custom development, software licence, SaaS subscription, IT outsourcing, maintenance, hosting: each relationship rests on a specific legal framework.
Whether you are a client seeking to protect your investment, or a service provider wishing to set the boundaries of your commitments, the quality of the contract determines how smoothly the relationship runs. Vague specifications, an imprecise acceptance clause or a poorly drafted limitation of liability are enough to turn a promising project into costly litigation.
Problem
IT disputes almost always arise from the same causes: a poorly defined scope that opens the door to scope creep, an acceptance process without objective criteria that makes compliance contestable, deadlines with no contractual consequences, or an unbalanced allocation of liabilities.
On the client's side, the risk is paying for a solution that does not work, with no leverage to obtain correction or reimbursement. On the provider's side, it is seeing its liability engaged without limit, including for indirect damages or loss of business. Poorly calibrated limitation-of-liability clauses are, moreover, often set aside by the courts when they strip the essential obligation of its substance.
Solutions
I act at every stage in the life of your IT contracts, both upstream and in the event of a dispute.
In drafting and negotiation, I build contracts that genuinely protect your interests: precise definition of the scope and deliverables, acceptance clauses with objective criteria, framing of warranties (compliance, proper functioning, hidden defects), balanced allocation of liabilities, intellectual property, reversibility and exit conditions.
I tailor each contract to its nature: custom development, SaaS contract, licence, third-party application maintenance, IT outsourcing or hosting. In the event of difficulty, I act in pre-litigation management and litigation: formal notice, court-ordered expert assessment, exit negotiation or liability action.
I examine your project, your position (client or provider) and your specific stakes. This analysis identifies the priority risk areas: scope, deadlines, warranties, liability, intellectual property and data, in order to target the clauses that warrant the greatest vigilance.
I draft a tailored contract or audit the draft contract submitted to you. Each sensitive clause is explained, commented on and calibrated according to your level of risk, so that you sign with a clear understanding of exactly what your commitments and protections are.
I support you in the negotiation: identifying the non-negotiable clauses, formulating viable counter-proposals, arbitrating between points of friction. The objective is to reach an acceptable contractual balance without blocking the signature or the start of the project.
During performance, I advise you on the interpretation of the clauses, the management of amendments and the monitoring of acceptance. In the event of a breach, I act in pre-litigation and then in litigation: formal notice, expert assessment, settlement negotiation or legal action.
FAQ
The most common are the custom development contract, the software licence contract, the SaaS contract (subscription to a hosted application), third-party application maintenance, the IT outsourcing contract, the hosting contract and the integration contract. Each follows its own legal logic: a SaaS resembles a service contract, while custom development resembles a works contract with its obligations of compliant delivery.
The specifications define the contractual scope: they serve as the benchmark for assessing whether the provider has fulfilled its obligations. Precise specifications protect both parties: the client gets what it ordered, and the provider knows exactly what it must deliver. A vague document, on the contrary, opens the door to divergent interpretations and scope creep, the number one source of IT disputes.
Acceptance is the procedure by which the client verifies and validates the compliance of the deliverable. It often conditions payment of the balance and the triggering of warranties. A robust acceptance clause defines objective criteria, test scenarios, a classification of anomalies by severity and the handling of reservations. Without it, it becomes very difficult to prove that software is non-compliant.
No. Clauses limiting or excluding liability are valid between professionals, but within certain limits. They cannot exclude liability in the event of gross negligence or wilful misconduct, nor strip the essential obligation of the contract of its substance. Case law, in particular the Faurecia ruling, sets aside liability caps that are derisory in relation to the provider's actual commitment.
By default, the intellectual property rights remain with the provider that develops the software: simply ordering and paying for it does not entail an automatic assignment. To become the owner of the code and be able to develop it freely, the client must provide for an explicit assignment-of-rights clause, specifying the scope, duration and territory. This is an essential point to negotiate from the outset.
Several levers exist depending on the situation: formal notice to perform, reasoned refusal of acceptance, enforcement of warranties, termination of the contract at the provider's fault, or a liability action to obtain damages. The key is to document the breaches precisely and to preserve the evidence. A court-ordered expert assessment is often necessary to establish the failures from a technical standpoint.
For a low-stakes subscription, the publisher's standard contract may suffice. But as soon as the SaaS becomes critical to your business, or processes sensitive data, a review is essential: service levels (SLA), reversibility and recovery of data at the end of the contract, hosting location, GDPR compliance and conditions for price changes. These points determine your dependence on the publisher.
Prevention starts with a clear contract from the outset: detailed scope, identified milestones and deliverables, an objective acceptance procedure, defined project governance, controlled management of amendments and balanced liability clauses. Investing in a solid contract upstream always costs far less than litigation. It is the best insurance for the success of the project.
Nous accompagnons les entreprises de la tech et du commerce avec une double compétence juridique et technique, de l'analyse à la mise en œuvre.
Ressources
Need to secure a contract, manage compliance, or anticipate a dispute? Our first meeting is designed to understand your needs and clearly explain how we can help.
Digital and Distribution Law Attorney, Paris Bar. We secure your contracts, data, and business.
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