Silas Brown

Many IT developers commence IT systems development work for clients, be it software systems development or web application development, on the basis of their standard IT development contract. This contract may not be legally drafted and when an IT development project hits bumps in the road the absence of a comprehensive and carefully drafted standard development contract is often bad news for an IT developer. A good contract serves not only as a point of reference for the parties involved as to their contractual rights and obligations, but also as a useful practical aid to resolving disputes which may arise during the course of a project and avoiding their escalation.

A recent legal case GB Gas Holdings Ltd v. Accenture (UK) Ltd, highlights the crucial importance to any IT developer commencing IT projects with clients to ensure that they have a properly drafted standard contract with their clients. In the GB Gas Holdings case, British Gas commissioned Accenture to develop, deliver and install an IT system for managing customer billing. They entered into a contract based on Accenture’s standard development contract for the project. The project, like many IT development projects, was complex and proceeded in various stages. Accenture promised under their contract that later stages would not affect the functionality of the previous stages. These contractual promises and the effect of Accenture’s failure to keep to them were very vaguely dealt with in the contract. A large number of bills produced by the system were incorrect requiring staff to manually amend them before they could go out. British Gas had to employ a large number of temporary staff to deal with these defects.

Owing to the vague nature of the terms of the Accenture contract this kind of foreseeable problem was not dealt with sufficiently; in particular whether or not a series of minor faults taken together would constitute a serious breach giving rise to a right to compensation was not addressed at all by the contract. Accordingly, the Court found in favour of British Gas and against the developer Accenture finding, amongst other things, that Accenture’s contractual terms were too vague on this point and so the reasonable conclusion must be in favour of the aggrieved party.

A well drafted IT development contract not only covers such key issues as delivery dates and payment for the project, but will also contain very clear wording with respect to what might go wrong, including attempting to pre-empt potential problems in complex development projects. Obviously, it is not possible to foresee all problems which might arise but a well drafted contract will place controls on liability so that in uncertain situations so that, for example as shown in the GB Gas Holdings case, lots of minor problems can’t be allowed to add up to a big liability for a developer unchecked. The ideal is to have a clearly drafted contract which plainly outlines a structure as to what process the parties agree to take to resolve the situation in the event of a range of unforeseeable problems arising.

It is advisable for IT developers to have their standard development contracts properly legally drafted, so that their position on liability is well protected and that negotiation with clients over contracts for development projects start on good foundations.

About the author

Silas Brown is a solicitor at Briffa, an award winning firm of lawyers based in London, specialising in the business and law concerning a wide variety of industry sectors and in particular those who value their intangible assets – their intellectual property – in the business of design, technology, entertainment, software development, publishing and Internet.

http://www.briffa.com/