Common use of Acceptance of Professional Services Clause in Contracts

Acceptance of Professional Services. 9.1 The relevant Statement of Work shall specify the Deliverables that are to be subject to Acceptance Testing and provide a framework for the nature of the testing that will be required. 9.2 In relation to any Acceptance Testing: (a) the Customer shall have a reasonable period of time, up to five Business Days unless otherwise specified in the Statement of Work, from Ultima’s delivery of each Deliverable under the relevant Statement of Work (the “Acceptance Period”) to confirm that such Deliverable conforms to the acceptance criteria as agreed between the Parties (collectively, the “Acceptance Criteria”). If the Customer determines that a Deliverable does not conform to the Acceptance Criteria, the Customer shall by the last day of the Acceptance Period provide to Ultima a written issues list of the non-conformities to the Acceptance Criteria for the specific Deliverable; (b) the Customer shall use best efforts to ensure correctly and efficiently appropriate Acceptance Testing in relation to any Deliverable which is subject to Acceptance Tests and shall notify Ultima within the Acceptance Period (as defined in Clause 9.2 (a)) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that Customer has undertaken the Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under these Conditions such Deliverable, shall be deemed accepted as if the Customer had issued a written acceptance thereof. Once the Deliverable has been accepted by the Customer and payment has been settled in accordance with Clause 7, the Deliverable shall become the property of the Customer. For the avoidance of doubt, should any non-conformities be found in earlier stages of the Deliverables but which were not highlighted to Ultima during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in Clause 9.2 (c) below; (c) If there are any non-conformities within any Deliverable, which have been highlighted by Customer or Ultima during the Acceptance Period and whereby the Deliverable has not been accepted by the Customer for this reason and such non-conformity is a directly attributable act or omission on the part of Ultima (and not subject to a Change Request (as defined in Clause 14 or attributable to the Customer’s acts or omissions including inadequate Acceptance Testing) Ultima shall (without prejudice to the Customer’s other rights and remedies) carry out all necessary remedial work without additional charge as part of the next Deliverable which shall accordingly be modified; and (d) If any non-conformity cannot be remedied by Ultima due to an error, defect or fault which Ultima is able to demonstrate to the reasonable satisfaction of the Customer to be outside Ultima’s control and which has disabled Xxxxxx’s ability to remedy such non-conformity, then Ultima reserves the right to terminate work on that specific Deliverable. Ultima agrees not to charge Customer, any amounts paid or payable by Customer to Ultima which specifically relate to the non-conforming Deliverable which cannot be remedied.