Common use of TEST WITNESSING Clause in Contracts

TEST WITNESSING. The Purchaser may, in its sole discretion, require the attendance at any Test of one or more Test Witnesses selected by the Purchaser, each of whom shall have appropriate skills to fulfil the role of a Test Witness. The Service Provider shall give the Test Witnesses access to any documentation and Testing environments reasonably necessary and requested by the Test Witnesses to perform their role as a Test Witness in respect of the relevant Tests. The Test Witnesses: shall actively review the Test documentation; will attend and engage in the performance of the Tests on behalf of the Purchaser so as to enable the Purchaser to gain an informed view of whether a Test Issue may be closed or whether the relevant element of the Test should be re-Tested; shall not be involved in the execution of any Test; shall be required to verify that the Service Provider conducted the Tests in accordance with the Test Success Criteria and the relevant Test Plan and Test Specification; may produce and deliver their own, independent reports on Testing, which may be used by the Purchaser to assess whether the Tests have been Achieved; may raise Test Issues on the Test Issue Management Log in respect of any Testing; and may require the Service Provider to demonstrate the modifications made to any defective Deliverable before a Test Issue is closed. TEST QUALITY AUDIT Without prejudice to its rights pursuant to clause 18 (Audit and Financial Reports) and Schedule 4 (Financial Reports and Model), the Purchaser may perform on-going quality audits in respect of any part of the Testing (each a “Testing Quality Audit”) subject to the provisions set out below: The focus of the Testing Quality Audits shall be on: adherence to an agreed methodology, defined within the Test Strategy; adherence to the agreed Testing process, defined within the Test Strategy; adherence to the Quality Plan; review of status and key development issues; and identification of key risk areas. The Service Provider shall allow sufficient time in the Test Plan to ensure that adequate responses to a Testing Quality Audit can be provided. The Purchaser will give the Service Provider at least five (5) Working Days' written notice of the Purchaser’s intention to undertake a Testing Quality Audit and the Service Provider may request, following receipt of that notice, that any Testing Quality Audit be delayed by a reasonable time period if in the Service Provider’s reasonable opinion, the carrying out of a Testing Quality Audit at the time specified by the Purchaser will materially and adversely impact the Implementation Plan or any post implementation deployments. A Testing Quality Audit may involve document reviews, interviews with the Service Provider Representatives involved in or monitoring the activities being undertaken pursuant to this Schedule, the Purchaser witnessing Tests and demonstrations of the Deliverables to the Purchaser. Any Testing Quality Audit shall be limited in duration to a maximum time to be agreed between the Service Provider and the Purchaser on a case by case basis (such agreement not to be unreasonably withheld or delayed). The Service Provider shall provide all reasonable necessary assistance and access to all relevant documentation required by the Purchaser to enable it to carry out the Testing Quality Audit. If the Testing Quality Audit gives the Purchaser concern in respect of the Testing Procedures or any Test, the Purchaser shall: discuss the outcome of the Testing Quality Audit with the Service Provider, giving the Service Provider the opportunity to provide feedback in relation to specific activities; and subsequently prepare a written report for the Service Provider detailing its concerns, and the Service Provider shall, within a reasonable timeframe, respond in writing to the Purchaser’s report. In the event of an inadequate response to the Purchaser’s report from the Service Provider, the Purchaser (acting reasonably) may withhold a Test Certificate (and consequently delay the grant of a Milestone Achievement Certificate) until the issues in the report have been addressed to the reasonable satisfaction of the Purchaser.

TEST WITNESSING. The Purchaser Customer may, in its sole discretion, require the attendance at any Test of one or more Test Witnesses selected by the PurchaserCustomer, each of whom shall have appropriate skills to fulfil the role of a Test Witness. The Service Provider Supplier shall give the Test Witnesses access to any documentation and Testing environments reasonably necessary and requested by the Test Witnesses to perform their role as a Test Witness in respect of the relevant Tests. The Test Witnesses: shall actively review the Test documentation; will attend and engage in the performance of the Tests on behalf of the Purchaser Customer so as to enable the Purchaser Customer to gain an informed view of whether a Test Issue may be closed or whether the relevant element of the Test should be re-Tested; shall not be involved in the execution of any Test; shall be required to verify that the Service Provider Supplier conducted the Tests in accordance with the Test Success Criteria and the relevant Test Plan and Test Specification; may produce and deliver their own, independent reports on Testing, which may be used by the Purchaser Customer to assess whether the Tests have been Achieved; may raise Test Issues on the Test Issue Management Log in respect of any Testing; and may require the Service Provider Supplier to demonstrate the modifications made to any defective Deliverable before a Test Issue is closed. TEST QUALITY AUDIT Without prejudice to its rights pursuant to clause 18 Clause 24 (Records, Audit Access and Financial Reports) and Schedule 4 (Financial Reports and ModelOpen Book Data), the Purchaser Customer or an agent or contractor appointed by the Customer may perform on-going quality audits in respect of any part of the Testing (each a “Testing Quality Audit”) subject to the provisions set out below: in the agreed Quality Plan. The focus of the Testing Quality Audits shall be on: adherence to an agreed methodology, defined within the Test Strategy; adherence to the agreed Testing process, defined within the Test Strategy; adherence to the Quality Plan; review of status and key development issues; and identification of key risk areas. The Service Provider Supplier shall allow sufficient time in the Test Plan to ensure that adequate responses to a Testing Quality Audit can be provided. The Purchaser Customer will give the Service Provider Supplier at least five (5) 5 Working Days' written notice of the PurchaserCustomer’s intention to undertake a Testing Quality Audit and the Service Provider Supplier may request, following receipt of that notice, that any Testing Quality Audit be delayed by a reasonable time period if in the Service ProviderSupplier’s reasonable opinion, the carrying out of a Testing Quality Audit at the time specified by the Purchaser Customer will materially and adversely impact the Implementation Plan or any post implementation deploymentsPlan. A Testing Quality Audit may involve document reviews, interviews with the Service Provider Representatives Supplier Personnel involved in or monitoring the activities being undertaken pursuant to this Schedule, the Purchaser Customer witnessing Tests and demonstrations of the Deliverables to the PurchaserCustomer. Any Testing Quality Audit shall be limited in duration to a maximum time to be agreed between the Service Provider Supplier and the Purchaser Customer on a case by case basis (such agreement not to be unreasonably withheld or delayed). The Service Provider Supplier shall provide all reasonable necessary assistance and access to all relevant documentation required by the Purchaser Customer to enable it to carry out the Testing Quality Audit. If the Testing Quality Audit gives the Purchaser Customer concern in respect of the Testing Procedures or any Test, the Purchaser Customer shall: discuss the outcome of the Testing Quality Audit with the Service ProviderSupplier, giving the Service Provider Supplier the opportunity to provide feedback in relation to specific activities; and subsequently prepare a written report for the Service Provider Supplier detailing its concerns, and the Service Provider Supplier shall, within a reasonable timeframe, respond in writing to the PurchaserCustomer’s report. In the event of an inadequate response to the Purchaser’s written report from the Service ProviderSupplier, the Purchaser Customer (acting reasonably) may withhold a Test Certificate (and consequently delay the grant of a Milestone Achievement Satisfaction Certificate) until the issues in the report have been addressed to the reasonable satisfaction of the PurchaserCustomer. OUTCOME OF TESTING The Customer will issue a Test Certificate when the Deliverables satisfy the Test Success Criteria in respect of that Test without any Test Issues. If the Deliverables (or any relevant part) do not satisfy the Test Success Criteria then the Customer shall notify the Supplier and: the Customer may issue a Test Certificate conditional upon the remediation of the Test Issues; where the Parties agree that there is sufficient time prior to the relevant Milestone Date, the Customer may extend the Test Plan by such reasonable period or periods as the Parties may reasonably agree and require the Supplier to rectify the cause of the Test Issue and re-submit the Deliverables (or the relevant part) to Testing; or where the failure to satisfy the Test Success Criteria results, or is likely to result, in the failure (in whole or in part) by the Supplier to meet a Milestone, then without prejudice to the Customer’s other rights and remedies, such failure shall constitute a material Default. The Customer shall be entitled, without prejudice to any other rights and remedies that it has under this Call Off Contract, to recover from the Supplier any reasonable additional costs it may incur as a direct result of further review or re-Testing which is required for the Test Success Criteria for that Deliverable to be satisfied. The Customer shall issue a Satisfaction Certificate in respect of a given Milestone as soon as is reasonably practicable following: the issuing by the Customer of Test Certificates and/or conditional Test Certificates in respect of all Deliverables related to that Milestone which are due to be Tested; and performance by the Supplier to the reasonable satisfaction of the Customer of any other tasks identified in the Implementation Plan as associated with that Milestone (which may include the submission of a Deliverable that is not due to be Tested, such as the production of Documentation). The grant of a Satisfaction Certificate shall entitle the Supplier to the receipt of a payment in respect of that Milestone in accordance with the provisions of any Implementation Plan and Schedule 3 (Call Off Contract Charging, Payment and Invoicing). If a Milestone is not Achieved, the Customer shall promptly issue a report to the Supplier setting out: the applicable Test Issues; and any other reasons for the relevant Milestone not being Achieved. If there are Test Issues but these do not exceed the Test Issues Threshold, then provided there are no Material Test Issues, the Customer shall issue a Satisfaction Certificate. If there is one or more Material Test Issue(s), the Customer shall refuse to issue a Satisfaction Certificate and, without prejudice to the Customer’s other rights and remedies, such failure shall constitute a material Default. If there are Test Issues which exceed the Test Issues Threshold but there are no Material Test Issues, the Customer may at its discretion (without waiving any rights in relation to the other options) choose to issue a Satisfaction Certificate conditional on the remediation of the Test Issues in accordance with an agreed Rectification Plan provided that: any Rectification Plan shall be agreed before the issue of a conditional Satisfaction Certificate unless the Customer agrees otherwise (in which case the Supplier shall submit a Rectification Plan for approval by the Customer within 10 Working Days of receipt of the Customer’s report pursuant to paragraph 4.48 of this Call Off Schedule); and where the Customer issues a conditional Satisfaction Certificate, it may (but shall not be obliged to) revise the failed Milestone Date and any subsequent Milestone Date. 12/08/2013 ANNEX 1: TEST ISSUES – SEVERITY LEVELS SEVERITY 1 ERROR This is an error that causes non-recoverable conditions, e.g. it is not possible to continue using a Component, a Component crashes, there is database or file corruption, or data loss.

TEST WITNESSING. The Purchaser may, in its sole discretion, require the attendance at any Test of one or more Test Witnesses selected by the Purchaser, each of whom shall have appropriate skills to fulfil the role of a Test Witness. The Service Provider shall give the Test Witnesses access to any documentation and Testing environments reasonably necessary and requested by the Test Witnesses to perform their role as a Test Witness in respect of the relevant Tests. The Test Witnesses: shall actively review the Test documentation; will attend and engage in the performance of the Tests on behalf of the Purchaser so as to enable the Purchaser to gain an informed view of whether a Test Issue may be closed or whether the relevant element of the Test should be re-Tested; shall not be involved in the execution of any Test; shall be required to verify that the Service Provider conducted the Tests in accordance with the Test Success Criteria and the relevant Test Plan and Test Specification; may produce and deliver their own, independent reports on Testing, which may be used by the Purchaser to assess whether the Tests have been Achieved; may raise Test Issues on the Test Issue Management Log in respect of any Testing; and may require the Service Provider to demonstrate the modifications made to any defective Deliverable before a Test Issue is closed. TEST QUALITY AUDIT Without prejudice to its rights pursuant to clause 18 (Audit and Financial Reports) and Schedule 4 (Financial Reports and Model), the Purchaser may perform on-going quality audits in respect of any part of the Testing (each a “Testing Quality Audit”) subject to the provisions set out below: The focus of the Testing Quality Audits shall be on: adherence to an agreed methodology, defined within the Test Strategy; adherence to the agreed Testing process, defined within the Test Strategy; adherence to the Quality Plan; review of status and key development issues; and identification of key risk areas. The Service Provider shall allow sufficient time in the Test Plan to ensure that adequate responses to a Testing Quality Audit can be provided. The Purchaser will give the Service Provider at least five (5) Working Days' written notice of the Purchaser’s intention to undertake a Testing Quality Audit and the Service Provider may request, following receipt of that notice, that any Testing Quality Audit be delayed by a reasonable time period if in the Service Provider’s reasonable opinion, the carrying out of a Testing Quality Audit at the time specified by the Purchaser will materially and adversely impact the Implementation Plan or any post implementation deployments. A Testing Quality Audit may involve document reviews, interviews with the Service Provider Representatives involved in or monitoring the activities being undertaken pursuant to this Schedule, the Purchaser witnessing Tests and demonstrations of the Deliverables to the Purchaser. Any Testing Quality Audit shall be limited in duration to a maximum time to be agreed between the Service Provider and the Purchaser on a case by case basis (such agreement not to be unreasonably withheld or delayed). The Service Provider shall provide all reasonable necessary assistance and access to all relevant documentation required by the Purchaser to enable it to carry out the Testing Quality Audit. If the Testing Quality Audit gives the Purchaser concern in respect of the Testing Procedures or any Test, the Purchaser shall: discuss the outcome of the Testing Quality Audit with the Service Provider, giving the Service Provider the opportunity to provide feedback in relation to specific activities; and subsequently prepare a written report for the Service Provider detailing its concerns, and the Service Provider shall, within a reasonable timeframe, respond in writing to the Purchaser’s report. In the event of an inadequate response to the Purchaser’s report from the Service Provider, the Purchaser (acting reasonably) may withhold a Test Certificate (and consequently delay the grant of a Milestone Achievement Certificate) until the issues in the report have been addressed to the reasonable satisfaction of the Purchaser.

TEST WITNESSING. The Purchaser Customer may, in its sole discretion, require the attendance at any Test of one or more Test Witnesses selected by the PurchaserCustomer, each of whom shall have appropriate skills to fulfil the role of a Test Witness. The Service Provider Supplier shall give the Test Witnesses access to any documentation and Testing environments reasonably necessary and requested by the Test Witnesses to perform their role as a Test Witness in respect of the relevant Tests. The Test Witnesses: shall actively review the Test documentation; will attend and engage in the performance of the Tests on behalf of the Purchaser Customer so as to enable the Purchaser Customer to gain an informed view of whether a Test Issue may be closed or whether the relevant element of the Test should be re-Tested; shall not be involved in the execution of any Test; shall be required to verify that the Service Provider Supplier conducted the Tests in accordance with the Test Success Criteria and the relevant Test Plan and Test Specification; may produce and deliver their own, independent reports on Testing, which may be used by the Purchaser Customer to assess whether the Tests have been Achieved; may raise Test Issues on the Test Issue Management Log in respect of any Testing; and may require the Service Provider Supplier to demonstrate the modifications made to any defective Deliverable before a Test Issue is closed. TEST QUALITY AUDIT Without prejudice to its rights pursuant to clause 18 Clause 24 (Records, Audit Access and Financial Reports) and Schedule 4 (Financial Reports and ModelOpen Book Data), the Purchaser Customer or an agent or contractor appointed by the Customer may perform on-going quality audits in respect of any part of the Testing (each a “Testing Quality Audit”) subject to the provisions set out below: in the agreed Quality Plan. The focus of the Testing Quality Audits shall be on: adherence to an agreed methodology, defined within the Test Strategy; adherence to the agreed Testing process, defined within the Test Strategy; adherence to the Quality Plan; review of status and key development issues; and identification of key risk areas. The Service Provider Supplier shall allow sufficient time in the Test Plan to ensure that adequate responses to a Testing Quality Audit can be provided. The Purchaser Customer will give the Service Provider Supplier at least five (5) 5 Working Days' written notice of the PurchaserCustomer’s intention to undertake a Testing Quality Audit and the Service Provider Supplier may request, following receipt of that notice, that any Testing Quality Audit be delayed by a reasonable time period if in the Service ProviderSupplier’s reasonable opinion, the carrying out of a Testing Quality Audit at the time specified by the Purchaser Customer will materially and adversely impact the Implementation Plan or any post implementation deploymentsPlan. A Testing Quality Audit may involve document reviews, interviews with the Service Provider Representatives Supplier Personnel involved in or monitoring the activities being undertaken pursuant to this Schedule, the Purchaser Customer witnessing Tests and demonstrations of the Deliverables to the PurchaserCustomer. Any Testing Quality Audit shall be limited in duration to a maximum time to be agreed between the Service Provider Supplier and the Purchaser Customer on a case by case basis (such agreement not to be unreasonably withheld or delayed). The Service Provider Supplier shall provide all reasonable necessary assistance and access to all relevant documentation required by the Purchaser Customer to enable it to carry out the Testing Quality Audit. If the Testing Quality Audit gives the Purchaser Customer concern in respect of the Testing Procedures or any Test, the Purchaser Customer shall: discuss the outcome of the Testing Quality Audit with the Service ProviderSupplier, giving the Service Provider Supplier the opportunity to provide feedback in relation to specific activities; and subsequently prepare a written report for the Service Provider Supplier detailing its concerns, and the Service Provider Supplier shall, within a reasonable timeframe, respond in writing to the PurchaserCustomer’s report. In the event of an inadequate response to the Purchaser’s written report from the Service ProviderSupplier, the Purchaser Customer (acting reasonably) may withhold a Test Certificate (and consequently delay the grant of a Milestone Achievement Satisfaction Certificate) until the issues in the report have been addressed to the reasonable satisfaction of the PurchaserCustomer. OUTCOME OF TESTING The Customer will issue a Test Certificate when the Deliverables satisfy the Test Success Criteria in respect of that Test without any Test Issues. If the Deliverables (or any relevant part) do not satisfy the Test Success Criteria then the Customer shall notify the Supplier and: the Customer may issue a Test Certificate conditional upon the remediation of the Test Issues; where the Parties agree that there is sufficient time prior to the relevant Milestone Date, the Customer may extend the Test Plan by such reasonable period or periods as the Parties may reasonably agree and require the Supplier to rectify the cause of the Test Issue and re-submit the Deliverables (or the relevant part) to Testing; or where the failure to satisfy the Test Success Criteria results, or is likely to result, in the failure (in whole or in part) by the Supplier to meet a Milestone, then without prejudice to the Customer’s other rights and remedies, such failure shall constitute a material Default. The Customer shall be entitled, without prejudice to any other rights and remedies that it has under this Lease Agreement, to recover from the Supplier any reasonable additional costs it may incur as a direct result of further review or re-Testing which is required for the Test Success Criteria for that Deliverable to be satisfied. The Customer shall issue a Satisfaction Certificate in respect of a given Milestone as soon as is reasonably practicable following: the issuing by the Customer of Test Certificates and/or conditional Test Certificates in respect of all Deliverables related to that Milestone which are due to be Tested; and performance by the Supplier to the reasonable satisfaction of the Customer of any other tasks identified in the Implementation Plan as associated with that Milestone (which may include the submission of a Deliverable that is not due to be Tested, such as the production of Documentation). The grant of a Satisfaction Certificate shall entitle the Supplier to the receipt of a payment in respect of that Milestone in accordance with the provisions of any Implementation Plan and Schedule 3 (Lease Agreement Charging, Payment and Invoicing). If a Milestone is not Achieved, the Customer shall promptly issue a report to the Supplier setting out: the applicable Test Issues; and any other reasons for the relevant Milestone not being Achieved. If there are Test Issues but these do not exceed the Test Issues Threshold, then provided there are no Material Test Issues, the Customer shall issue a Satisfaction Certificate. If there is one or more Material Test Issue(s), the Customer shall refuse to issue a Satisfaction Certificate and, without prejudice to the Customer’s other rights and remedies, such failure shall constitute a material Default. If there are Test Issues which exceed the Test Issues Threshold but there are no Material Test Issues, the Customer may at its discretion (without waiving any rights in relation to the other options) choose to issue a Satisfaction Certificate conditional on the remediation of the Test Issues in accordance with an agreed Rectification Plan provided that: any Rectification Plan shall be agreed before the issue of a conditional Satisfaction Certificate unless the Customer agrees otherwise (in which case the Supplier shall submit a Rectification Plan for approval by the Customer within 10 Working Days of receipt of the Customer’s report pursuant to paragraph 4.48 of this Lease Agreement Schedule); and where the Customer issues a conditional Satisfaction Certificate, it may (but shall not be obliged to) revise the failed Milestone Date and any subsequent Milestone Date. 12/08/2013 ANNEX 1: TEST ISSUES – SEVERITY LEVELS SEVERITY 1 ERROR This is an error that causes non-recoverable conditions, e.g. it is not possible to continue using a Component, a Component crashes, there is database or file corruption, or data loss.

TEST WITNESSING. The Purchaser Customer may, in its sole discretion, require the attendance at any Test of one or more Test Witnesses selected by the PurchaserCustomer, each of whom shall have appropriate skills to fulfil the role of a Test Witness. The Service Provider Supplier shall give the Test Witnesses access to any documentation and Testing environments reasonably necessary and requested by the Test Witnesses to perform their role as a Test Witness in respect of the relevant Tests. The Test Witnesses: shall actively review the Test documentation; will attend and engage in the performance of the Tests on behalf of the Purchaser Customer so as to enable the Purchaser Customer to gain an informed view of whether a Test Issue may be closed or whether the relevant element of the Test should be re-Tested; shall not be involved in the execution of any Test; shall be required to verify that the Service Provider Supplier conducted the Tests in accordance with the Test Success Criteria and the relevant Test Testing Strategy Plan and Test Specification; may produce and deliver their own, independent reports on Testing, which may be used by the Purchaser Customer to assess whether the Tests have been Achieved; may raise Test Issues on the Test Issue Management Log in respect of any Testing; and may require the Service Provider Supplier to demonstrate the modifications made to any defective Deliverable before a Test Issue is closed. TEST QUALITY AUDIT Without prejudice to its rights pursuant to clause 18 Clause 20. of this Call Off Contract (Records, Audit Access and Financial Reports) and Schedule 4 (Financial Reports and ModelOpen Book Data), the Purchaser Customer or an agent or contractor appointed by the Customer may perform on-going quality audits in respect of any part of the Testing (each a “Testing Quality Audit”) subject to the provisions set out below: in the agreed Quality Plan. The focus of the Testing Quality Audits shall be on: adherence to an agreed methodology, defined within the Test Strategy; adherence to the agreed Testing process, defined within the Test Strategy; adherence to the Quality Plan; review of status and key development issues; and identification of key risk areas. The Service Provider Supplier shall allow sufficient time in the Test Testing Strategy Plan to ensure that adequate responses to a Testing Quality Audit can be provided. The Purchaser Customer will give the Service Provider Supplier at least five (5) 5 Working Days' written notice of the PurchaserCustomer’s intention to undertake a Testing Quality Audit and the Service Provider Supplier may request, following receipt of that notice, that any Testing Quality Audit be delayed by a reasonable time period if in the Service ProviderSupplier’s reasonable opinion, the carrying out of a Testing Quality Audit at the time specified by the Purchaser Customer will materially and adversely impact the Implementation Plan or any post implementation deploymentsPlan. A Testing Quality Audit may involve document reviews, interviews with the Service Provider Representatives Supplier Personnel involved in or monitoring the activities being undertaken pursuant to this Schedule, the Purchaser Customer witnessing Tests and demonstrations of the Deliverables to the PurchaserCustomer. Any Testing Quality Audit shall be limited in duration to a maximum time to be agreed between the Service Provider Supplier and the Purchaser Customer on a case by case basis (such agreement not to be unreasonably withheld or delayed). The Service Provider Supplier shall provide all reasonable necessary assistance and access to all relevant documentation required by the Purchaser Customer to enable it to carry out the Testing Quality Audit. If the Testing Quality Audit gives the Purchaser Customer concern in respect of the Testing Procedures or any Test, the Purchaser Customer shall: discuss the outcome of the Testing Quality Audit with the Service ProviderSupplier, giving the Service Provider Supplier the opportunity to provide feedback in relation to specific activities; and subsequently prepare a written report for the Service Provider Supplier detailing its concerns, and the Service Provider Supplier shall, within a reasonable timeframe, respond in writing to the PurchaserCustomer’s report. In the event of an inadequate response to the Purchaser’s written report from the Service ProviderSupplier, the Purchaser Customer (acting reasonably) may withhold a Test Certificate (and consequently delay the grant of a Milestone Achievement Satisfaction Certificate) until the issues in the report have been addressed to the reasonable satisfaction of the PurchaserCustomer. OUTCOME OF TESTING The Customer will issue a Test Certificate when the Deliverables satisfy the Test Success Criteria in respect of that Test without any Test Issues. If the Deliverables (or any relevant part) do not satisfy the Test Success Criteria then the Customer shall notify the Supplier and: the Customer may issue a Test Certificate conditional upon the remediation of the Test Issues; where the Parties agree that there is sufficient time prior to the relevant Milestone Date, the Customer may extend the Testing Strategy Plan by such reasonable period or periods as the Parties may reasonably agree and require the Supplier to rectify the cause of the Test Issue and re-submit the Deliverables (or the relevant part) to Testing; or where the failure to satisfy the Test Success Criteria results, or is likely to result, in the failure (in whole or in part) by the Supplier to meet a Milestone, then without prejudice to the Customer’s other rights and remedies, such failure shall constitute a material Default. The Customer shall be entitled, without prejudice to any other rights and remedies that it has under this Call Off Contract, to recover from the Supplier any reasonable additional costs it may incur as a direct result of further review or re-Testing which is required for the Test Success Criteria for that Deliverable to be satisfied.