The project is finished and your team has moved on, but the client says: ‘Accounts cannot pay without a signed acceptance certificate.’ For a business owner, the issue goes beyond a signature: what can the company prove, and is payment due?
No signature does not necessarily mean no right to payment
- The absence of an acceptance certificate signed by both parties does not, by itself, prevent a payment claim. The contract, type of obligation and evidence of performance matter.
- Document the full chain: what was ordered, the agreed price, what was completed, when the result was submitted to the client and how the client responded.
- For works contracts, Article 1363(3) of Moldova’s Civil Code treats the client’s failure to take over the work within the period set by the contractor for that purpose as acceptance.
- This is not a rule that any silence means agreement. Check the acceptance procedure, notice to the client, quality objections and whether payment is due.
Check the contract and payment due date first
The acceptance certificate is part of the contractual and evidential picture, not the sole answer to whether a debt exists. Review the contract, annexes, specifications, cost estimate and agreed changes. Find the terms on handover, inspection, signing documents and payment. Make sure your demand is addressed to the company that undertook to pay.
Works and services are governed by different rules
Under a works contract, the contractor performs specified work, and the client undertakes to accept it and pay the agreed price. Under Article 1372, payment follows acceptance unless the law or contract provides for instalments or another payment arrangement.
For services, Article 1376 provides for payment after the services are supplied or, where payment is calculated periodically, after the relevant period. This does not mean services must be paid for regardless of the agreed obligations and result: the general rules, including Article 1339, also matter.
Calling an agreement a “services contract” does not automatically determine its legal classification. Website development, advertising support and renovation each require analysis of the actual subject matter. Construction projects also require a separate check of the special acceptance procedure and mandatory documents; an ordinary letter does not replace them.
When payment is already due
Start with the contractual deadline, but also check the special limits in Article 862 for payments between businesses. If the payment period is not specified and cannot be determined from the nature of the obligation, this article provides for 30 days from the relevant event: receipt of the invoice or equivalent payment request, receipt of performance, or acceptance/verification, depending on the conditions in the provision.
It is wrong to count the period simply from the date the invoice was issued. Equally, “seven days after a demand” is not a universal rule for B2B debts. For older contracts, the temporal application of the law and transitional provisions require separate consideration.
Gather evidence of the order, performance and delivery
You need to prove performance of what the client agreed to, not merely the number of hours your employees spent. Under the general rule in Article 118 of the Civil Procedure Code, each party must substantiate the facts underlying its claims and objections; the court assesses the evidence as a whole.
Bring the documents together in a single chronology:
| What to establish | Materials to collect |
|---|---|
| The order and price | Contract, brief, cost estimate, specifications and approval of additional work |
| Performance | Reports, file versions, test results, photographs and stage documents |
| Submission of the result | Covering letter, attachments, transfer of access credentials and invitation to inspect |
| The client’s response | Objections, agreement on corrections, replies from responsible staff and evidence of use |
| The amount payable | Invoice, stage-by-stage calculation, advance payment, partial payments and outstanding balance |
Article 137 of the Civil Procedure Code allows business and electronic correspondence to be used as documentary evidence. Preserve original emails, dates, senders, attachments and the full discussion thread. For messaging apps, keep the whole exchange rather than only a convenient extract. Establish who was writing on the client’s behalf and what that person had authority to approve.
The evidential value of correspondence and compliance with the written-form requirements for a transaction are separate issues. If the entire relationship proceeded without a signed contract, the rules in Articles 318–322 of the Civil Code need separate assessment. No one can promise that any screenshot will substitute for proper documentation.
Illustrative scenario: an agency delivers finished materials; the client publishes them but does not sign the acceptance certificate. Publication may support the fact that the result was received and used. However, the agreed scope, price, authority of the employee who approved the work and possible defects remain separate questions. Publication alone is not enough to conclude that the entire debt is undisputed.
Work completed, but payment is on hold?
We can review the contract, correspondence and evidence of delivery to assess whether payment is due, what evidence is missing and how to approach a demand for payment.
Invite acceptance and address specific objections
If the correspondence says only “everything is ready”, the next step is to submit the result for acceptance in specific terms, not keep resending an otherwise blank acceptance certificate. First check whether proper handover has already been documented: a new letter should not contradict earlier records.
The notice should set out:
- The contract, stage and precise list of completed work.
- Which version of the result is being delivered and where it can be checked.
- The enclosed documents, including the acceptance certificate and report if required.
- When and how you propose acceptance, and the applicable period and procedure.
- Where to send specific objections and who will take part in the inspection on the contractor’s side.
Use the addresses and notification methods specified in the contract, and retain evidence of dispatch and delivery. If inspection requires access to files or premises, give the client a real opportunity to examine the result. A link to a restricted folder does not, on its own, establish that opportunity.
When failure to accept can have legal consequences
Article 1363(3) treats the client’s failure to take over the work within the period set by the contractor for that purpose as acceptance. The legally relevant facts therefore include not only the missing signature, but also completed work, its submission for acceptance, the period set and notice to the client.
The provision does not set a universal period of three, five or ten days. Do not assume that any letter triggers automatic acceptance: assess the period and procedure against the contract, the law, the actual opportunity to inspect and the client’s objections. The rule for works contracts cannot be applied mechanically to all services.
If the client alleges defects
Ask for a list of specific discrepancies: which requirement was breached, what the defect is and what supports the allegation. Compare the objections with the agreed scope. A new preference and an unfulfilled contractual requirement are not the same thing.
Where there are genuine defects, the client has statutory remedies, including a right to require rectification. Article 1372 allows an amount sufficient to cover reservations about defects made at acceptance to be withheld until corrections are made; that right does not apply if the contractor provides sufficient security for performance. An objection does not automatically entitle the client to withhold the entire price.
Even acceptance without reservations preserves rights concerning hidden defects. A payment demand should therefore not rely on the argument that “no immediate complaint means no further claims are possible”.
An acceptance certificate drawn up unilaterally does not automatically resolve the dispute either. Article 1364 mentions such a document in the context of recording defects and the terms for rectifying them. The contractor’s signature alone does not replace evidence of scope, delivery and the grounds for payment.
If payment is still missing: demands, litigation and limits on self-help
Once the grounds for payment and the due date are established, send a demand with a clear calculation. State what gave rise to the debt, when payment fell due, what has already been paid and the outstanding amount claimed. Attach the key documents and explain the next step if payment is not made.
Distinguish an invitation to accept the work from a demand to settle a debt that is already due. They may appear in one document, but have different grounds. A deadline set unilaterally in a letter does not override the contract or make a payment overdue before its due date.
A pre-action procedure is mandatory if required by law or the contract. Check this before filing a claim: the Civil Procedure Code provides for consequences if it is not followed. There is no single mandatory response period for every commercial payment demand.
For overdue payments, assess interest under Article 942 of the Civil Code and any contractual penalty provisions. A calculation requires the payment due date, amount and applicable rules. Do not automatically add interest and a late-payment penalty for the same delay: the law provides for a choice between them in the relevant case.
Before going to court, check:
- Whether each disputed stage and its price can be proved.
- The authority of signatories and those involved in the correspondence.
- The substance of the client’s objections and any missing evidence.
- The dispute resolution terms, costs and the debtor’s financial position.
Do not try to replace debt recovery with technical pressure. Suspending further performance under the conditions in Article 914 is not the same as deleting a website or data already handed over, or blocking access to the delivered result. Before stopping support or the next stage, assess the grounds, notification procedure and limits of the action. Non-payment alone gives no general permission to cause the client harm.
What to change in future contracts
An agreed process put in place before performance begins can reduce reliance on a signature at the end of the project:
- Scope and stages: exactly what will be delivered, what the price includes and how additional tasks are approved.
- Inspection criteria: which requirements are mandatory and how defects are distinguished from new requests.
- Authorised contacts: who may approve scope, changes and acceptance, and which communication channels will be used.
- Handover procedure: required documents, delivery method, inspection period and procedure for specific objections, subject to the law.
- Payment terms: advance and stage payments, a determinable final payment date and its connection to acceptance, without an indefinite wait for a signature.
If a dispute has already arisen, start with one working file: the contract, chronology, completed result and evidence of its submission, the client’s objections and the payment calculation. This will help determine what is needed now: complete acceptance, rectify a specific defect, demand payment or prepare a court claim.