Common use of Acceptance Tests Clause in Contracts

Acceptance Tests. 7.1 Following the delivery of the Software (excluding New Releases), Oneserve shall provide you with such assistance with the implementation of the Software as may reasonably be required. 7.2 You shall be responsible for the delivery of the proposed user acceptance criteria to test data for acceptance testing of the Software (excluding New Releases) (“Acceptance Tests”). 7.3 You shall carry out the agreed Acceptance Tests for the Software within any timescales agreed for testing following the analysis stage (“Timescales”) and allow Oneserve to observe all or any part of the testing (“Acceptance Testing”). 7.4 If the Software fails to pass the Acceptance Tests, you shall, within the Timescales, provide a written notice to Oneserve to this effect, giving details of such failure(s). Oneserve shall remedy the defects and/or deficiencies and the relevant test(s) shall be repeated within a reasonable time. 7.5 If the Software fails in some material respect to pass any repeated Acceptance Tests within any relevant Timescales, then you may, by written notice to Oneserve, choose at your sole discretion: 7.5.1. to fix (without prejudice to your other rights and remedies) a new date for carrying out further tests on the Software on the same terms and conditions. If the Software fails such further tests then you may request a repeat test under this clause 7.5.1; 7.5.2. to permit installation of the Software subject to such change of acceptance criteria, amendment of the Specification Document and/or reduction in the Licence Fees as, after taking into account all the relevant circumstances, is reasonable; or 7.5.3. if Oneserve is unable to correct material defects within the relevant Timescales from the commencement of Acceptance Testing, to reject the Software as not being in conformity with the Agreement, in which event you may terminate the Agreement, subject to paying all reasonable costs. 7.6 Acceptance of the Software shall be deemed to have occurred on whichever is the earliest of: 7.6.1. the written approval by you confirming the acceptance for the Software to pass the Acceptance Tests; 7.6.2. the expiry of five days after the completion of all the Acceptance Tests, unless you have given any written notice under clause 7.5; 7.6.3. the expiry of twenty days after the installation of the Software if the Acceptance Tests have not started, or have not been pursued with due diligence; or 7.6.4. the use by you of Software in a live production environment. 7.7 Oneserve shall be given an extension of the timetable of any one or more of the implementation stages in Specification Document if one of more of the following events occurs: 7.7.1. a variation to the Software is made at your request under the change control procedures detailed in clause 11; 7.7.2. a force majeure event occurs as described in clause 18; 7.7.3. a delay is caused in whole or in part by your act or omission or that of your employees, agents or third-party contractors. 7.8 If Oneserve is entitled to an extension of time under clause 7.7, it shall give written notice to you not later than seven days after the beginning of the event. Such notice shall specify the event relied on and, in the case of a force majeure event under clause 18, shall estimate the probable extent of the delay. Each party’s Project Manager shall use best endeavours to agree in writing, what extension of time is reasonable in the circumstances and the implementation dates shall be deemed amended accordingly. 7.9 Oneserve’s assistance with Acceptance Testing shall form part of the Professional Services.

Acceptance Tests. 7.1 Following the delivery of the Software (excluding New Releases), Oneserve shall provide you with such assistance with the implementation installation of the Software as may reasonably be required. You shall notify Oneserve of the fact that it has successfully completed such installation promptly after completion. 7.2 You Oneserve shall be responsible for the delivery of the deliver to you proposed user acceptance criteria to test data for acceptance testing of the Software (excluding New Releases) (“Acceptance Tests”). These criteria and data shall be such as are reasonably required to show that the Software complies with the Specification Document. Any requested changes to the Acceptance Tests need to be sent to Oneserve within ten days from the date of delivery of the proposed criteria and data. If no such requested changes are received by Oneserve within such period, then such criteria and data for the Acceptance Tests shall be deemed to be agreed. 7.3 You shall carry out the agreed Acceptance Tests for the Software within any timescales agreed for testing following the analysis stage (“Timescales”) and allow Oneserve to observe all or any part of the testing (“Acceptance Testing”). 7.4 If the Software fails to pass the Acceptance Tests, you shall, within the Timescales, provide a written notice to Oneserve to this effect, giving details of such failure(s). Oneserve shall remedy the defects and/or deficiencies and the relevant test(s) shall be repeated within a reasonable time. 7.5 If the Software fails in some material respect to pass any repeated Acceptance Tests within any relevant Timescales, then you may, by written notice to Oneserve, choose at your sole discretion: 7.5.1. 7.5.1 to fix (without prejudice to your other rights and remedies) a new date for carrying out further tests on the Software on the same terms and conditions. If the Software fails such further tests then you may request a repeat test under this clause 7.5.1; 7.5.2. 7.5.2 to permit installation of the Software subject to such change of acceptance criteria, amendment of the Specification Document and/or reduction in the Licence Fees as, after taking into account all the relevant circumstances, is reasonable; or 7.5.3. 7.5.3 if Oneserve is unable to correct material defects within the relevant Timescales from the commencement of Acceptance Testing, to reject the Software as not being in conformity with the Agreement, in which event you may terminate the Agreement, subject to paying all reasonable costs. 7.6 Acceptance of the Software shall be deemed to have occurred on whichever is the earliest of: 7.6.1. 7.6.1 the written approval signing by you confirming the of an acceptance certificate for the Software to pass the Acceptance Tests; 7.6.2. 7.6.2 the expiry of five days after the completion of all the Acceptance Tests, unless you have given any written notice under clause 7.5; 7.6.3. 7.6.3 the expiry of twenty ten days after the installation of the Software if the Acceptance Tests have not started, or have not been pursued with due diligence; or 7.6.4. 7.6.4 the use by you of Software in a live production environment. 7.7 Oneserve shall be given an extension of the timetable of any one or more of the implementation stages in Specification Document if one of more of the following events occurs: 7.7.1. 7.7.1 a variation to the Software is made at your request under the change control procedures detailed in clause 11; 7.7.2. 7.7.2 a force majeure event occurs as described in clause 18; 7.7.3. 7.7.3 a delay is caused in whole or in part by your act or omission or that of your employees, agents or third-party contractors. 7.8 If Oneserve is entitled to an extension of time under clause 7.7, it shall give written notice to you not later than seven days after the beginning of the event. Such notice shall specify the event relied on and, in the case of a force majeure event under clause 1819, shall estimate the probable extent of the delay. . 7.9 Each party’s Project Manager (as detailed in the Specification Document) shall use best endeavours to agree in writing, what extension of time is reasonable in the circumstances and the implementation dates in the Specification Document shall be deemed amended accordingly. 7.9 7.10 Oneserve’s assistance with Acceptance Testing shall form part of the Professional Services.

Acceptance Tests. 7.1 Following 7.1. The Customer will perform the delivery of Tests within the Test Period. The Supplier will be given reasonable notice of, and be entitled to attend, the Tests. 7.2. If the Software (excluding New Releases), Oneserve shall provide you with such assistance being tested performs in accordance with the implementation of the Software as may reasonably be required. 7.2 You shall be responsible agreed Specification and meets any other agreed testing criteria for the delivery of Tests, it will be deemed to have passed the proposed user acceptance criteria to test data for acceptance testing of the Software (excluding New Releases) (“Acceptance Tests”). 7.3 You shall carry out the agreed Acceptance Tests for the Software within any timescales agreed for testing following the analysis stage (“Timescales”) and allow Oneserve to observe all or any part of the testing (“Acceptance Testing”). 7.4 . If the Software fails to pass the Acceptance Tests, you shallthe Customer will co-operate with the Supplier to identify in what respects the Software failed to conform to the Specification or otherwise failed to pass the Tests. 7.3. The Software will not be deemed to have failed the Tests by reason of any failure to provide any facility or function not specified in the Specification or other agreed tests standards. 7.4. If the Supplier is unable to remedy any failure of the Software to materially conform to the Specification, within a further test period reasonably agreed by the Timescales, provide a parties (“Extended Test Period”): 7.4.1. the Customer will be entitled on 20 (twenty) Business Days’ written notice to Oneserve to this effect, giving details of such failure(s). Oneserve shall remedy the defects and/or deficiencies and the relevant test(s) shall be repeated within a reasonable time. 7.5 If the Software fails in some material respect to pass any repeated Acceptance Tests within any relevant Timescales, then you may, by written notice to Oneserve, choose at your sole discretion: 7.5.1. to fix (without prejudice to your other rights and remedies) a new date for carrying out further tests on the Software on the same terms and conditions. If the Software fails such further tests then you may request a repeat test under this clause 7.5.1; 7.5.2. to permit installation of the Software subject to such change of acceptance criteria, amendment of the Specification Document and/or reduction in the Licence Fees as, after taking into account all the relevant circumstances, is reasonable; or 7.5.3. if Oneserve is unable to correct material defects within the relevant Timescales from the commencement of Acceptance Testing, Supplier to reject the Software as not being in conformity without further liability to the Supplier, provided that the Supplier will be entitled to make further attempts to remedy the Software to ensure it materially complies with the AgreementSpecification and, if achieved within the 20 (twenty) Business Days’ notice period, the Customer’s rejection of the Software is immediately revoked; and 7.4.2. the Supplier will repay to the Customer the proportion of the Price relating to the Software that the Customer has paid to the Supplier, provided that in which event you may terminate the Agreementcase of a Minor Non-Conformity, subject to paying all reasonable costs. 7.6 the Customer will not unreasonably delay its Acceptance of the Software shall so long as the Supplier endeavours to rectify such Minor Non-Conformity as soon as possible. 7.5. A written statement of Acceptance will be deemed promptly issued by the Customer to have occurred on whichever is the Supplier when the relevant Software has passed the Tests. 7.6. Except where the Customer has rejected the Software, the Customer’s Acceptance will occur at the earliest of: 7.6.1. the Customer providing written approval by you confirming the acceptance for Acceptance of the Software to pass the Acceptance TestsSupplier; 7.6.2. the expiry of five days after Software passing the completion of all the Acceptance Tests, unless you have given any written notice under clause 7.5; 7.6.3. the expiry of twenty days after the installation of the Software if the Acceptance Tests have not started, being used in a live environment or have not been pursued with due diligencein commercial use; orand 7.6.4. the use by you of Software in a live production environment. 7.7 Oneserve shall be given an extension expiration of the timetable of any one or more of the implementation stages in Specification Document if one of more of the following events occurs: 7.7.1. a variation to the Software is made at your request under the change control procedures detailed in clause 11; 7.7.2. a force majeure event occurs as described in clause 18; 7.7.3. a delay is caused in whole or in part by your act or omission or that of your employees, agents or third-party contractors. 7.8 If Oneserve is entitled to an extension of time under clause 7.7, it shall give written notice to you not later than seven days after the beginning of the event. Such notice shall specify the event relied on and, in the case of a force majeure event under clause 18, shall estimate the probable extent of the delay. Each party’s Project Manager shall use best endeavours to agree in writing, what extension of time is reasonable in the circumstances Test Period and the implementation dates shall be deemed amended accordinglyExtended Test Period (if any) where the Customer has failed to complete the Tests. 7.9 Oneserve’s assistance with Acceptance Testing shall form part of the Professional Services.