Web services terms and conditions – materiality threshold

This is from the “Web services terms and conditions” document. Under drafting notes, Clause 1: Definitions Clause 1.1

Definition of Acceptance Criteria

Will the acceptance criterion based on the website’s conformance to the relevant specification be qualified by a materiality threshold?”

In the contract this states:

Acceptance Criteria” means:

(a)    the Website conforming in all [material] respects with the Website Specification; and

(b)    the Website being free from Website Defects;”

My questions are:

What does material respect mean? Are the materials the code, images and copy (text)? Are those the materials?

On this line “Will the acceptance criterion based on the website’s conformance to the relevant specification be qualified by a materiality threshold?” does this mean “The website is approved when the delivered site matches the agreed specification” If so, what is a “materiality threshold” please?

Thanks!

19 viewscontract law

Alasdair Taylor's Answer

The references to “material” and “materiality” here refer to “the quality of being relevant or significant”. See the second meaning given in:

https://en.oxforddictionaries.com/definition/materiality

Accordingly, the question is whether ANY non-conformity with specification is a problem.  Alternatively, only significant non-conformities will be a problem.  The correct choice here depends in part upon the nature of the project and the way that the specification has been prepared.

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