Definition of Done
Also known as: DoD, Acceptance Criteria, Completion Criteria.
What is Definition of Done?
The Definition of Done is the binding contractual criterion in an agile or milestone-based software agreement that determines when a deliverable is complete, payable, and accepted. In South African contracts, it is the objective yardstick courts and arbitrators apply under the rules of interpretation established in Endumeni v Natal Joint Municipal Pension Fund.
Drafted and reviewed by
Attorney & Founder, My-Contracts.co.za · Legal Practice Council of South Africa (LPC F17333)
Definition and context
In a classic waterfall services contract, acceptance is governed by a specification schedule and formal user-acceptance testing. Agile contracts flip that model: deliverables evolve iteratively, so acceptance must be redefined in a way that tracks with the sprint cadence. The Definition of Done (DoD) is the contractual device that captures this — a written, objective list of the criteria every user story, feature, or sprint deliverable must meet before the provider can treat it as accepted and invoice for it. A well-drafted DoD typically covers code-quality gates (peer review, automated test coverage), functional acceptance (the user story meets acceptance criteria), integration testing, documentation, and security review.
South African courts apply the Endumeni approach to contractual interpretation — text, context, and purpose read together as an integrated exercise. A vague DoD ("to the customer\'s reasonable satisfaction") invites disputes; a precise DoD anchored in measurable criteria creates an objective yardstick that can be enforced on application for specific performance or relied upon when withholding payment. Where the parties expressly ring-fence DoD from scope changes (making scope adjustments travel through a Change Order process under a separate clause), the risk of scope-creep disputes drops substantially.
For South African SaaS and bespoke-development engagements — common in the My-Contracts Agile Software Development Agreement and Professional Services Agreement templates — the DoD is the commercial heart of the contract. Payment milestones hang off it. IP assignment often triggers on DoD satisfaction under Section 21 of the Copyright Act 98 of 1978. Warranty periods commonly start when a deliverable is "Done". Getting the DoD wrong almost guarantees a payment dispute; getting it right accelerates cash collection and reduces litigation risk.
Where this term lives in law
Copyright Act 98 of 1978
Sections: 21
Governs copyright protection and ownership of literary, artistic, musical, and digital works in South Africa.
Consumer Protection Act 68 of 2008
Sections: 54, 55
Protects consumer rights in transactions for goods and services within South Africa.
Frequently asked questions
Is a Definition of Done legally binding in South Africa?
Yes — once incorporated into the contract, the DoD is a binding term that courts and arbitrators will enforce using the Endumeni interpretive approach. The Supreme Court of Appeal in Natal Joint Municipal Pension Fund v Endumeni Municipality (2012) confirmed that contractual terms are construed using text, context, and purpose in an integrated reading. A DoD set out in a schedule to the agreement carries the same weight as any other contractual term.
What happens if the Definition of Done is vague?
Vague DoDs produce disputes. A phrase like "accepted in the customer's reasonable discretion" gives the customer an open-ended right to withhold acceptance, which courts treat as a potestative condition — potentially unenforceable if it gives one party absolute control over performance. The CPA Section 48 protection against unfair or unconscionable terms may also come into play where the customer is a consumer under the Act. A DoD should be objective, measurable, and testable.
How does Definition of Done interact with Change Orders?
They must be ring-fenced. The DoD defines what "complete" looks like for work in scope; a Change Order is the contractual mechanism for adjusting that scope. If the customer wants additional features or changed acceptance criteria, they must flow through the Change Order process (typically in the MSA or SOW). Without a clear boundary, providers face scope creep where new requirements are treated as in-scope and no additional fees are payable.
When does IP assignment trigger under a DoD?
Most well-drafted agile contracts link IP assignment under Section 21 of the Copyright Act 98 of 1978 to DoD satisfaction, sometimes conditional on full payment. Until the deliverable is "Done" and paid for, copyright in the code typically remains with the provider or is held on assignment-back terms. Post-DoD and post-payment, beneficial ownership transfers. The contract must be explicit about the trigger — DoD alone, payment alone, or both.
Contract templates using this term
2 templates reference Definition of Done.