Common use of Acceptance of Services Clause in Contracts

Acceptance of Services. 5.1 During the Implementation Phase of the Activation, acceptance and invoicing for each Service will pass through the steps as follows: 5.1.1 On satisfactory completion of installation and commissioning, including Customer Acceptance Testing (CAT) as may be defined and agreed between the Parties, the Company shall issue a Notice of Activation (“NoA”) to Customer. 5.1.2 On receipt of the NoA, the Customer will verify and validate the Service in accordance with this Clause 5 and if: 5.1.2.1 The Customer accepts the Service Activation; and 5.1.2.2 Any prior and mutually agreed Service prerequisites are satisfactorily in place, as may be the case, then; 5.1.2.3 Customer shall sign and approve the NoA within five (5) Business Days and return it to Company. The date Customer approves the NoA shall be the Commencement Date of the Service and invoicing shall be initiated. 5.1.3 If after the period of five (5) Business Days of receiving the NoA Customer has not provided approval or reasonable supporting documentation (in accordance with Clause 5.3 below) for the non-approval of the Service to Company, then Company reserves the right to set the Commencement Date of the Service and invoicing shall be initiated. 5.2 Customer has the right to test the Services and/or Deliverables against the relevant Specifications. 5.3 If Customer, at all times acting reasonably and in good faith, considers that a Service does not meet the Specification (a “Defect”), it must notify Company as soon as possible and in any event in writing within 5 (five) Business Days of receipt of the NoA from Company, setting out its reasons in detail (a “Defect Notice”). Such Defect Notice shall be sent by both by e-mail and letter and addressed to either Company’s project manager or Company’s account manager. In the event that on sending an email an automatic return email to the effect that the relevant manager is away on holiday is received Customer shall send the Defect Notice in the manner prescribed to the other manager. 5.4 Upon receipt of a Defect Notice Company, acting reasonably, shall investigate the matter and if Company agrees that the Defect Notice has identified a Defect then Company within 5 (five) Business Days of confirming the Defect use commercially reasonable endeavours to alter the Service so that it is in-line with the Specification unless the Parties mutually agree otherwise in writing. 5.5 If Company is unable to verify the defect notified to it in the Defect Notice it shall promptly tell Customer of this finding. If Customer maintains that the defect still exists then Customer shall at its own cost engage the services of a third party experienced in the technologies which the Service in question is reliant on to meet the Specification in order to examine the Defect Notice and to see if the defect it describes can be verified. If the said third party can verify the said defect then he shall report the same in writing to Company and if Company accepts the said report then, provided the third parties charges/fees are reasonably within industry norms, it shall reimburse the said charges/fees to Customer and shall proceed in accordance with Clause 5.3. If however Company disputes the third party’s report then the provisions of Clause 19 shall apply. If, following re-submission of a Service in accordance with Clause 5.3 or acceptance of the third party report under Clause 5.4, Customer at all times reasonably and in good faith submits another Defect Notice in accordance with Clause 5.2, the process described in Clauses 5.3 and 5.4 shall be repeated and Customer shall have the right, at its sole discretion to trigger the provisions of Clause 19 as outlined in this Agreement.

Acceptance of Services. 5.1 6.1. If a Statement of Work contains Acceptance Tests: 6.1.1. During the Implementation Phase performance of the ActivationServices, acceptance at the dates prescribed in the Delivery Programme, the Client agrees to perform, within a reasonable timeframe, those Acceptance Tests included in Statement of Work. 6.1.2. If the Client considers the Acceptance Tests have passed they agree to provide this in writing to the Contractor, furthermore the Client agrees to make any payment due in the Payment Schedule. 6.1.3. If the Client considers that the Service has failed to pass the Acceptance Tests, it shall specify to the Contractor why it considers that the Service has failed. Upon receipt of this notice the Contractor shall determine the causes for the failure and invoicing for each Service advise the Client, and make the changes to the Services necessary to ensure that it will pass through the steps as follows: 5.1.1 On satisfactory completion of installation Acceptance Tests and commissioning, including Customer Acceptance Testing (CAT) as may be defined and agreed between the Parties, the Company shall issue a Notice of Activation (“NoA”) to Customer. 5.1.2 On receipt of the NoA, the Customer will verify and validate the Service perform in accordance with this Clause 5 the Statements of Work. Following the making of any such changes the Client shall repeat or procure the repetition of such Acceptance Tests as are necessary on the same terms as set out above. 6.1.4. If any part of the Services is not successfully completed following three (3) Acceptance Tests due to the Contractors inability to correct its failure, the Client may either continue to perform further Acceptance Tests on the further changes made by the Contractor to the Services as applicable, or without prejudice to its other rights or remedies, terminate the Service being provided within the Statement of Work, on written notice to the Contractor. 6.1.5. The Client agrees that at the end of the Delivery Programme a final Acceptance Test will be performed, and ifonce passed by the Client, the Service has been delivered in full. 6.1.6. If the Service being delivered in a Statement of Work is a Digital Solution: 5.1.2.1 The Customer accepts 6.1.6.1. the Client agrees not to use any Digital Solution in a Production Environment until the final Acceptance Test has been signed and the Price payable to final acceptance has been paid in full. 6.1.6.2. Once the Final Acceptance Form is signed then the Contractor will provide warranty for a total of thirty (30) days for the Digital Solution and will correct any errors or failures in the Digital Solution within such warranty period. After thirty (30) days the Contractor has no further responsibility for or obligation to resolve any issues with this Digital Solution under the related Statement of Work. 6.1.7. Sign-off of any Acceptance Tests will not be unreasonably withheld. 6.2. When, in the opinion of the Contractor, the Service Activation; and 5.1.2.2 Any prior and mutually agreed has been delivered in accordance with the Statement of Work the Contractor will provide a Final Acceptance Form to the Client for signature. If, in the opinion of the Client, the Service prerequisites has been delivered in accordance with the Statement of Work, the Client agrees to sign the Final Acceptance Form, which signature will confirm that they are satisfactorily in place, as may be fully satisfied with the case, then; 5.1.2.3 Customer shall sign and approve the NoA within five (5) Business Days and return it to Company. The date Customer approves the NoA shall be the Commencement Date performance of the Service and invoicing shall be initiated. 5.1.3 If after and, if according to the period of five (5) Business Days of receiving Payment Schedule, a payment is due, to make any such payments to the NoA Customer has not provided approval Contractor under Clause 8. Neither party will unreasonably delay or reasonable supporting documentation (in accordance with Clause 5.3 below) for withhold the non-approval provision or signature of the Service to Company, then Company reserves the right to set the Commencement Date of the Service and invoicing shall be initiated. 5.2 Customer has the right to test the Services and/or Deliverables against the relevant Specifications. 5.3 If Customer, at all times acting reasonably and in good faith, considers that a Service does not meet the Specification (a “Defect”), it must notify Company as soon as possible and in any event in writing within 5 (five) Business Days of receipt of the NoA from Company, setting out its reasons in detail (a “Defect Notice”). Such Defect Notice shall be sent by both by e-mail and letter and addressed to either Company’s project manager or Company’s account manager. In the event that on sending an email an automatic return email to the effect that the relevant manager is away on holiday is received Customer shall send the Defect Notice in the manner prescribed to the other manager. 5.4 Upon receipt of a Defect Notice Company, acting reasonably, shall investigate the matter and if Company agrees that the Defect Notice has identified a Defect then Company within 5 (five) Business Days of confirming the Defect use commercially reasonable endeavours to alter the Service so that it is in-line with the Specification unless the Parties mutually agree otherwise in writing. 5.5 If Company is unable to verify the defect notified to it in the Defect Notice it shall promptly tell Customer of this finding. If Customer maintains that the defect still exists then Customer shall at its own cost engage the services of a third party experienced in the technologies which the Service in question is reliant on to meet the Specification in order to examine the Defect Notice and to see if the defect it describes can be verifiedFinal Acceptance Form. If the said third party can verify Client fails to sign the said defect then he shall report Final Acceptance Form without valid reason, or if the same in writing reason for withholding relates to Company and if Company accepts the said report thennon-material issues only, provided the third parties charges/fees are reasonably within industry norms, it shall reimburse the said charges/fees to Customer and shall proceed in accordance with Clause 5.3. If however Company disputes the third party’s report then the provisions of Clause 19 shall apply. If, following re-submission of a Service in accordance with Clause 5.3 or acceptance relevant payment will fall due fourteen (14) days after provision of the third party report under Clause 5.4, Customer at all times reasonably and in good faith submits another Defect Notice in accordance with Clause 5.2, Final Acceptance Form to the process described in Clauses 5.3 and 5.4 shall be repeated and Customer shall have the right, at its sole discretion to trigger the provisions of Clause 19 as outlined in this AgreementClient.