What If A Client Delays Giving Feedback?

Yes - your service contract can stop a project from sitting in limbo when your client delays feedback, approvals or materials.

The slightly more nuanced part is how you do it. A clause that simply says silence means approval might help, but it needs to be clear, fair and matched to the way your projects actually run.

If you're a designer, developer, consultant, marketer, videographer or any other service business, client delays can affect your timelines, capacity and cash flow. The right clauses can give you a practical process for moving things forward without sounding heavy-handed.

Can My Contract Treat Silence As Approval?

Yes, your contract can include a deemed acceptance clause, but it needs to be drafted carefully.

A deemed acceptance clause says that if your client doesn't respond within a set timeframe, the work is treated as approved or accepted. This can be useful when you're waiting on things like:

• feedback on a design concept
• approval of website copy
• sign-off on a campaign plan
• confirmation of a prototype or draft
• comments on a report or strategy document

For example, Aroha runs a Wellington brand studio. She sends a logo concept to a client and asks for feedback within 5 business days. The client doesn't reply for three weeks, then asks for major changes and still expects the launch date to stay the same.

If Aroha's service agreement says work is deemed approved after 5 business days unless the client gives specific written feedback, she has a much stronger basis to keep the project moving and charge for any later changes.

New Zealand contract law generally lets businesses agree on their own commercial terms. However, the clause still needs to be clear and not misleading. If you use standard business terms and conditions with small business clients, the unfair contract terms regime under the Fair Trading Act 1986 may also matter. A term is more likely to be a problem if it creates a big imbalance, isn't reasonably necessary to protect your business, and would cause detriment if relied on.

In practice, your deemed acceptance clause should give the client a genuine chance to respond and should clearly explain what happens if they don't.

What Should A Client Delay Clause Say?

A client delay clause should say what the client must provide, when they must provide it, and what happens if they don't.

Vague wording like client must cooperate with the project often isn't enough. It sounds sensible, but it doesn't give you much to rely on when you're trying to manage a delayed timeline or invoice extra work.

A practical client delay clause usually covers:

• Client inputs: the approvals, files, access, brand assets, instructions, logins, content or information you need
• Timeframes: how many business days the client has to respond or provide materials
• Form of feedback: whether feedback must be written, consolidated and specific
• Deemed acceptance: when work is treated as approved if the client doesn't respond
• Extensions: how your delivery dates move if the client is late
• Extra fees: when you can charge for rework, remobilisation, out-of-scope changes or rushed delivery
• Pause rights: when you can pause work until the client catches up

You don't need pages of legal wording to cover this properly. Good clause drafting usually reflects your real workflow.

For example, if your design process includes 2 rounds of revisions, your contract should say what counts as one round. If your software project or IT services agreement depends on the client giving you API access, your contract should make that access a client responsibility. If your consulting report can't be finalised without client data, the contract should say late data extends the delivery date.

How Long Should A Client Have To Give Feedback?

It depends on the type of work, but your contract should set a specific number of business days rather than leaving it open-ended.

For many service projects, common feedback windows are:

• 2 to 3 business days for small approvals, simple copy checks or minor design comments
• 5 business days for standard draft reviews, campaign approvals or website page feedback
• 10 business days for larger reports, technical reviews, legal or compliance-heavy input, or feedback that needs several internal approvers

There's no single legal deadline that applies to every client feedback delay contract clause in New Zealand. The right timeframe depends on what you're asking the client to do and how quickly you need to move.

If the timeframe is too short, the clause may feel unfair or impractical. If it's too long, your project can still stall. The sweet spot is usually a timeframe that gives your client a reasonable chance to review the work while protecting your schedule.

Use Business Days, Not Calendar Days

It's usually cleaner to use business days. That way, a client doesn't lose half their review period over a long weekend or public holiday.

You should define business days in the contract. For New Zealand projects, this commonly means any day other than a Saturday, Sunday or public holiday in New Zealand.

Ask For Consolidated Feedback

If several people on the client side need to comment, ask for one consolidated response. Otherwise, you can end up with scattered emails, conflicting comments and extra revision rounds.

Your contract can say the client must provide one set of clear, written and consolidated feedback within the review period. That gives both sides a cleaner process.

Can I Extend Deadlines If The Client Is Late?

Yes, your contract can say project deadlines automatically extend when the client causes a delay.

This is one of the most useful protections in a service agreement. Without it, you can end up being blamed for missing a deadline even though you were waiting on approvals, content or access from the client.

Your extension clause should say that your delivery dates are pushed back by at least the length of the client delay. In some cases, you may need more time than the exact delay period because your team has moved on to other booked work.

For example, if a client is 7 business days late approving a website wireframe, you might not be able to restart immediately on day 8. Your designer may now be scheduled on another project. Your contract can allow a reasonable rescheduling period, not just a day-for-day extension.

A Simple Timeline Structure

A practical project timeline clause might work like this:

1. You give the client a draft, milestone or request for materials.
2. The client has a set review period, such as 5 business days.
3. If the client gives clear feedback on time, you continue to the next stage.
4. If the client doesn't respond on time, the work is deemed approved or the deadline is extended.
5. If the delay affects your schedule, you can issue a revised timeline.
6. If extra work is needed because of the delay, you can charge additional fees.

This kind of structure turns a frustrating operational issue into a clear project management process.

Can I Charge Extra Fees If The Client Causes Delay?

Yes, you can charge extra fees for client-caused delays if your contract clearly allows it and the fees are reasonable.

Extra fees can make sense where a delay creates extra work or cost for your business. For example, you may need to:

• rebook staff or contractors
• restart work after a long pause
• recreate context, files or project notes
• pay for software, subscriptions or third-party tools for longer than expected
• work urgently to meet a launch date despite the client being late
• redo work because feedback arrived after approval was deemed given

The key is to explain when fees apply and how they're calculated. A clause that lets you charge any amount you choose is more likely to create pushback. A clause that refers to your hourly rates, day rates, agreed rate card or a stated remobilisation fee is much easier to apply.

If you deal with consumers or very small businesses, you should also think about the Fair Trading Act 1986. Your fees shouldn't be misleading, hidden or unfairly one-sided. If you provide services to consumers, the Consumer Guarantees Act 1993 may also apply, including guarantees that services are carried out with reasonable care and skill and within a reasonable time where no time is fixed. You generally can't use your contract to remove consumer rights.

For business-to-business services, you can sometimes contract out of parts of the Consumer Guarantees Act, but only where both parties are in trade, the clause is in writing and it's fair and reasonable. This needs careful drafting, especially if you use the same terms for different types of clients.

How Do Deemed Acceptance Clauses Work In Creative Services Contracts?

Deemed acceptance clauses work especially well in creative services contracts because approvals are often tied to project stages.

Creative projects often stall at the same points: initial concept, draft design, copy review, final artwork, campaign approval or launch sign-off. If your contract doesn't explain what happens at each stage, a delayed client can hold the whole project hostage without meaning to.

Your creative services contract terms should line up with your process. For example:

• Design: concepts are deemed approved if no written feedback is received within 5 business days
• Website builds: delays in providing content, images, plugins or access extend the launch date
• Marketing campaigns: late approvals may affect ad launch dates, media bookings and performance assumptions
• Video production: late script or edit approvals may trigger rebooking fees for crew, studio time or post-production
• Software or app development: late testing feedback under an IT services agreement may delay sprints, releases or handover

Copyright and intellectual property also matter here. If your agreement says final files, source files or IP licences are provided only after payment or final approval, the deemed acceptance process should match those payment and handover terms.

For example, your contract might say that once a final design is approved or deemed approved, the final invoice becomes payable and you provide the agreed deliverables after payment. That avoids a messy situation where the client is using the work but saying the project was never finalised.

Templates can miss these details because they don't know how your projects run. A photography business, brand studio and SaaS implementation consultant may all need client feedback clauses, but the triggers and fees will be different.

What Should I Do Before Relying On Deemed Acceptance?

You should give the client a clear reminder before treating silence as approval, unless your contract says a different process applies.

Even where your contract allows deemed acceptance, it's usually better for the relationship to communicate clearly. A short reminder can prevent confusion and gives you a better paper trail if questions come up later.

A sensible process might be:

1. Send the work or request for materials in writing.
2. State the deadline for feedback or approval.
3. Explain what will happen if you don't hear back.
4. Send one reminder before the deadline or shortly after it passes.
5. Confirm in writing when the work has been deemed approved, the timeline has changed or extra fees apply.

Your messages don't need to sound aggressive. Something as simple as this can work:

We need your feedback on the draft homepage by 5pm on Friday. Under our agreement, if we don't receive consolidated written feedback by then, we'll treat the draft as approved and move to the next stage. Any later changes may affect the timeline and fees.

That kind of wording is clear, practical and easy for your client to understand.

Common Mistakes To Avoid

The biggest mistake is having a clause that sounds helpful but doesn't actually match your workflow.

Here are a few traps to watch for:

• No fixed response period: saying the client must respond promptly leaves too much room for argument.
• No link to timelines: approval clauses should connect to delivery dates, milestone dates and launch dates.
• No fee mechanism: if you want to charge for delay-related work, say when and how you'll charge.
• Too much discretion: avoid clauses that let you decide everything without any clear standard or process.
• No reminder process: reminders help keep the relationship calm and make the clause easier to rely on.
• Ignoring consumer or small trade rules: standard terms still need to be fair, transparent and not misleading under New Zealand law.

You should also make sure your client delay clause works with the rest of your agreement. It shouldn't contradict your payment terms, scope of work, variation process, cancellation rights or IP terms.

For example, if your contract says the client gets 2 rounds of revisions, your deemed acceptance clause should explain whether silence uses up a revision round or simply moves the project to the next stage. If your payment schedule depends on milestone completion, it should say whether a deemed approval triggers the next invoice.

Key Takeaways

• Your contract can deal with client feedback delays through deemed acceptance, timeline extensions, pause rights and extra fee clauses.
• A good clause sets clear review periods, usually in business days, and explains exactly what happens if the client doesn't respond.
• Project deadlines should move when the client is late, especially if your team needs to reschedule work.
• You can charge delay-related fees where your contract clearly allows it and the fees are reasonable.
• Creative, marketing, consulting and software projects usually benefit from approval clauses that match each project stage.
• New Zealand laws like the Fair Trading Act 1986 and Consumer Guarantees Act 1993 can affect how far your standard terms can go.

If you'd like help with your service agreements, client approval clauses, project terms or creative services contracts, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.