The revised Civil Code will come into effect on April 1, 2020, but it will mainly affect contract rule changes for businesses in the IT industry.
The Civil Code is a basic law that stipulates rules regarding contracts such as shopping and commercial transactions, and rules regarding compensation for damages in the event of an incident or accident. The Civil Code was enacted in 1896, and about 120 years have passed since the credit-related provisions (parts related to contracts, etc.) were hardly amended. However, it has been said that some have not been enacted as law.
Against this background, the Civil Code Amendment Law was enacted on May 26, 2017, and some new rules will come into effect from April 1, 2020. This revision of the Civil Code will affect the IT industry, especially contractors and SES operators, so it is necessary to take measures. Therefore, in this article, we will explain the changes in the Civil Code, which are important in software development, and how to respond to the changes.
Civil law changing from 2020 and its impact on the IT industry
The types of contracts in the IT industry can be broadly divided into “contract contracts” and “quasi-delegation contracts”.
A contract is a contract form in which it is obligatory to complete the deliverable, and it is necessary to deliver the product as requested by the ordering party. On the other hand, the quasi-delegation contract is not obligatory to complete the deliverable, but the contract content is to process the business.
In the case of a contract, if the object of work does not conform to the contents of the contract in terms of type or quality, the contractor will be liable for contract nonconformity and the orderer will be contracted. It is a contract that you can cancel the contract or claim damages against a person.
In the IT industry, a typical case of defect liability is when a bug is discovered in the delivered software or system.
Before the revision of the Civil Code, the above-mentioned liability for nonconformity with the contract was called defect warranty liability. According to the provisions before the amendment, the orderer could claim the developer as a liability for defect warranty “repair request, contract cancellation, damage compensation request”, but after the amendment, in certain cases, You will be able to make a “reward reduction request”.
In other words, if the ordering party does not perform the repair within that period even though the orderer has given the notice to repair the non-conforming part for a considerable period, or if the repair is impossible, etc., The orderer has the right to request the contractor (developer) to “reduce the price because the quality does not meet the standard”.
Also, the period during which you can make a claim based on collateral liability will change. Before the revision of the Civil Code, the period for pursuing the liability for defect warranty was within one year from the time of delivery, but with the revised contract nonconformity liability, it will be possible to claim within one year from the time when the user becomes aware of the defect. In other words, the period during which the orderer can pursue the liability for defect warranty has been extended.
It seems that the ordering side has gained a one-sided advantage only here, but it is not possible to pursue responsibility semi-permanently unless a defect is known, and there is an upper limit of up to 10 years from the time of delivery.
Furthermore, since the contract is a contract to complete the work, in principle, the reward can be received only after receiving the deliverables according to the contract, but the revised Civil Code makes it impossible to complete the work. If the contract is canceled before completion, and if the orderer is profitable from the deliverables created halfway, even if the project is interrupted, the reward will be charged according to the percentage of profit. The provision that it will be possible has been stipulated.
Next, regarding the quasi-delegation contract, it was clarified that it is possible to make a “result completion type” contract in which the orderer can be charged a reward for delivering the deliverable. In other words, quasi-delegation contracts are divided into a general form (called “performance ratio type”) in which compensation is calculated and billed based on the working hours required for development, and a form in which delivery of deliverables is required (result completion type). It became clear that it would be divided. When concluding a quasi-delegation contract, it is necessary to decide whether to adopt the performance ratio type or the result completion type based on the purpose of concluding the contract.
Team up with a trusted vendor
The point after the amendment is whether or not the quality specified in the mutual agreement such as contracts and specifications is satisfied, and whether or not the liability for nonconformity with the contract is generated.
The definition of software quality is difficult. As a minimum level to be achieved, bugs should be minimized, but if there are fatal bugs that cause the system to stop working, there is a discrepancy in the interpretation of the specifications, and the developer thinks that there is no problem. In some cases, it is pointed out that the part is a bug.
Therefore, to avoid quality troubles, it is necessary to clarify the quality definition in advance with the ordering party.
This is the same even when requesting development from another vendor. When developing a huge system, it is not possible to complete all of it within the company, and there are many cases where other vendors are asked to partially develop the system. Even when requesting vendors from other companies in this way, it is necessary to present clear quality standards and establish a solid inspection system.
If you set clear standards, you can perform clear quality control even if you work with other vendors, which makes it easier to manage defects. It is important to work with a vendor that can meet these standards, that is, to manage quality with a reliable vendor.
Improve the quality of the entire company through employee education
However, it is not easy to build a quality control system. It is necessary to persistently educate employees and improve the quality of the entire company.
Although there are a certain number of vendors with excellent developers, not many vendors have unified quality standards within the company. Even if each person is excellent, in a development site where many people are involved and working, without a unified quality standard, it is difficult to know what each person should aim for.
Therefore, it is important to clarify the concept of quality as a standard in your company and set clear goals such as software testing methods to measure the quality standard. And it will be necessary to develop human resources so that they can develop products that reach the specified quality.
If you compare it to sports, it’s like learning the right rules, playing correctly according to the rules, and raising players who don’t play foul play or rough play. However, although employee education is important and effective, it may not be enough.
Use of third-party verification companies
No matter how hard a player learns a rule, that alone does not necessarily mean that the rule will be followed correctly. Therefore, what is required is a “judgment to make the right judge”. A third-party verification company falls under this “judgment to make the right judge”.
“Guidelines for building a system for strengthening quality explanations regarding the reliability and safety of software in products and systems” published by IPA (Information Processing Promotion Agency) in June 2013 (commonly known as software quality explanations) System Guidelines for) 1st Edition ”explains that it is necessary to establish a confirmation system by a third party regarding the quality of products and systems.
In this guideline, the requirements for quality confirmation by a third party are summarized from the viewpoints of “ensuring fairness” and “ensuring consistency”, and in various software and system development, the industry is a third-party organization. It describes how organizations and others can build a fair and consistent confirmation system.
Your mistakes are hard to notice for yourself. Furthermore, the developer’s perspective and the user’s perspective are different. If you have any concerns about quality, one way is to ask a third-party verification company to give you an objective perspective. The intervention of a third-party perspective without prejudice has the advantage of increasing the defect detection rate and reducing the cost of testing.
Let’s prepare so as not to panic after the enforcement of the Civil Code Amendment Law, such as understanding the changes in the Civil Code Amendment, establishing internal and external quality control systems, and sometimes considering the use of external third-party verification companies.
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