Technological advances offer new opportunities for businesses, but also bring legal challenges.
Technological advances offer new opportunities for businesses, but also bring legal challenges.
An IT contract must explain which problem is being solved and what performance has been agreed. Terms such as ‘working system’ or ‘ready for use’ offer little guidance without further detail. Describe functionality, interfaces, data migration, security and dependencies on existing systems.
The customer’s role matters too. What information, access and capacity must be available? We bring project documentation, the quotation, timetable and general terms and conditions together in a coherent agreement. Conflicting appendices may otherwise cause a dispute precisely when a delay occurs.
Software specifications may change during development. An agile approach does not require price, results and responsibility to remain undefined. Address decision-making at each stage, priorities, budget monitoring and the consequences of changed requirements.
An acceptance procedure should explain how testing takes place, which defects prevent acceptance and the deadlines for remediation. Implied acceptance through use alone may be risky where the customer has no realistic alternative. Equally, the supplier needs clear assessment points. Deliberately link payment and the start of use to the chosen process.
Paying for bespoke development does not automatically make the customer the copyright owner. A licence grants a right of use whose scope must be defined. Assignment requires separate arrangements and the transfer of copyright requires a deed. Establish what applies to existing modules, new code, documentation and improvements.
Open-source software and third-party components may have their own licence terms. Check whether the intended use, distribution and modification are compatible with them. We connect this with copyright and IP licensing and assignment. Source code escrow may support continuity, but only if the contents, updating, release conditions and usage rights are appropriately arranged.
An agreement on ‘ownership of data’ does not answer every legal question. Distinguish access, permitted purposes, export, confidentiality, personal data and any database rights. Use for product improvement or AI training also requires a specific assessment.
Where personal data are involved, actual roles determine whether a data processing agreement is needed. Security, subcontractors, incident notifications and international transfers require separate attention. We connect the contractual arrangements with privacy law and, where relevant, legal assessment of AI applications.
Maintenance, updates and support remain important after delivery. A service level agreement should distinguish between response, recovery and a permanent solution. Availability, maintenance windows and measurements must be verifiable.
For SaaS and cloud services, changes to the service, reliance on subcontractors and access to data on termination also matter. A liability cap does not solve business interruption if no technical fallback exists. The contract and continuity plan must therefore align.
For delays or failed projects, we first assess what was promised, what changes were agreed and what cooperation was provided. Technical findings must be linked to specific contractual obligations. An independent expert may help assess the cause and possibilities for remediation.
Where required, a notice of default must give the supplier an appropriate opportunity to perform. The circumstances matter, as the Dutch Supreme Court emphasised in Fraanje/Alukon. Termination for breach, suspension and damages then each have their own requirements. We assess these alongside access to systems and evidence, so that legal action does not unnecessarily harm continuity.
Address export formats, documentation, accounts, migration support and switching costs. Also check whether specific statutory rules apply to the service. The end of the agreement does not automatically permit all data to be deleted immediately or cause all usage rights to expire.
Not always. Documentation, current data, infrastructure, component licences and technical expertise may also be needed. Test whether the arrangement can actually work in the intended emergency scenario.
Suspension must be legally justified and appropriate in scope. First examine the breach, the connection between obligations and any contractual restrictions. An excessive payment suspension may weaken your own position.
Contact us about a contract, implementation or dispute. We turn technical expectations into concrete legal arrangements while keeping practical feasibility in view.
