Specification vs Requirements
Whether selling or buying IT products or services, it is extremely important to know what you are buying and what standards it will meet.
As lawyers, we are commonly tasked with the creation and negotiation of detailed terms and conditions for a particular procurement, but it is easy for the commercial detail to be overlooked.
Whilst the law implies excludable positions which could generally be considered to be “customer pro”, whether acting supplier side or customer side, it is generally best for all concerned to have a detailed specification.
Absence of detail and absence of specificity leads to assumptions. Those assumptions create expectations which may not be met. That leads to disputes which tend to be costly for all involved.
The most successful projects we support tend to be those that:
- We support from early on in the procurement process, adding our experience to the requirement setting process and
- Support in ensuring the specification is sufficiently detailed and incorporates that which has induced the customer to enter into the agreement
Customer Requirements
When setting out to procure IT products or services, a customer should undertake a detailed analysis of its requirements to ensure a comparison of its options is assessed against real need vs “nice to haves”.
When setting out to procure IT products or services, a customer should undertake a detailed analysis of its requirements to ensure a comparison of its options is assessed against real need vs “nice to haves”.
We have experienced significant disparity of approaches by customers, some with an extremely light and high level set of requirements as opposed to those with extensive and detailed requirements (on a few occasions, we have seen requirements reach into multiple thousands of lines). Generally, the more detailed the requirements, the more successful the project has been.
A customer must consider whether/to what extent each option meets the requirement and in particular whether this is:
- Out-of-the-box
- Configuration
- Customisation
Ultimately, the aim has to be to meet the requirements with the minimum customisation (and even configuration) possible, as these are typically what lead to:
- Project delays
- Cost overruns
See also supporting your procurement process
Customers should aim to ensure its requirements form part of the contract and are legally binding.
Suppliers will generally argue that the product/service is standard and that it will do what it states in the documentation.
Specification
A supplier will tend to agree to comply with its “documentation” for the product/service.
A supplier will tend to agree to comply with its “documentation” for the product/service.
Yet that documentation is invariably an evolving thing (particularly in the world of SaaS, where a product can evolve significantly over a typical contract term).
There will almost certainly have been representations during the procurement process that induce a customer to sign up.
These will almost certainly be excluded by an “entire agreement” clause and so, if important, need to be built in to the specification.
A - absolute obligation to meet a pre-determined specification with includes the requirements.
A - 'endeavours' obligation to work to the documentation as updated from time to time.
Internal technology solutions
We can support where you are purchasing solutions to ensure you understand what you are buying and whether your requirements are contractually binding on the provider. Find out more information on how we support the acquisition of new and replacement internal technology solutions.
Your technology offerings
We can support where you offer your customers solutions to ensure you are contracting at an appropriate level regarding your specifications. Find out more information on how we support the development of new and replacement internal technology solutions.
Meet our team
Jaskeerat Sanghera
Managing Associate
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