Common use of Testing Acceptance Clause in Contracts

Testing Acceptance. 8.1 Where testing is required under a Call-Off Contract, the provisions of this clause 8 shall apply to such testing unless otherwise specified. 8.2 The Contractor shall perform inspections, acceptance and quality tests before the delivery of any relevant parts of the Services under a Call-Off Contract, before delivery of the same to DCC (the “Acceptance Tests”). DCC shall be entitled to nominate DCC personnel to attend such testing. The Contractor shall provide its testing results to DCC, in the form requested by DCC at such time. 8.3 The Contractor shall provide all such assistance, cooperation and support to DCC as requested to facilitate the Acceptance Tests and in doing so shall comply with DCC's project management, quality and testing methodologies to the extent reasonably required. 8.4 DCC shall give written notice to the Contractor once the Services pass their Acceptance Tests to the DCC's reasonable satisfaction. Regardless of any other communication from the DCC, acceptance may only be given by written notice to the Contractor. 8.5 If the Services (or any part thereof) fail their Acceptance Tests then at the DCC's option: 8.5.1 The Contractor shall promptly analyse and report to DCC on the root cause of such failure and then modify the Services (or relevant parts thereof) to the extent the DCC reasonably determines is necessary for it to pass repeated Acceptance Tests; 8.5.2 DCC may provide acceptance of the Services (or relevant parts thereof) subject to conditions, which may include the condition that the Contractor remedies certain defects by a certain date; or 8.5.3 DCC may provide acceptance of the Services (or relevant parts thereof) subject to a reduction in the Charges (as determined by DCC acting reasonably) to reflect the reduced value of those Services (or relevant parts thereof) or the estimated cost of DCC remedying those Services (or relevant parts thereof) itself or using a third party to do so. 8.6 Where repeated Acceptance Tests are performed in accordance with clause 8.5.1: 8.6.1 The Contractor shall bear its own costs and reimburse (upon request) DCC for its reasonable costs incurred in performing such repeated Acceptance Tests; 8.6.2 Where DCC has still not provided acceptance within 10 (ten) Working Days of those Services (or relevant parts thereof) initially failing their Acceptance Tests, DCC may exercise its other options in accordance with this clause 8.5; and 8.6.3 Where DCC has still not provided acceptance within 20 (twenty) Working Days of those Services (or relevant parts thereof) initially failing their Acceptance Tests, DCC may permanently reject the Services (or relevant parts thereof). 8.7 Where Services (or relevant parts thereof) are permanently rejected in accordance with this clause 8: 8.7.1 DCC shall not be liable to pay any part of the Charges in respect of those rejected Services (or relevant parts thereof) and the Contractor shall promptly reimburse DCC if any part of the Charges in respect of those rejected Services (or relevant parts thereof) have already been paid; and 8.7.2 In respect of any goods, the Contractor shall promptly (at its own cost and at a time agreed with DCC) remove it and make good any damage. 8.8 Acceptance shall be without prejudice to the DCC's remedies and rights in connection with this Framework Agreement or a Call-off Contract, or the Contractor's obligation to remedy defects. DCC may subsequently reject Services (or relevant parts thereof) which have been provided with acceptance where it is a component part of a wider solution provided by the Contractor or is related to other Services (or relevant parts thereof) and that wider solution or those related Services (or relevant parts thereof) do not pass their Acceptance Tests.

Testing Acceptance. 8.1 Where 5.1. The Buyer shall carry out acceptance testing is required under a Call-Off Contract, on the provisions Deliverables in accordance with the processes described in the Order Form in order to test the compliance of this clause 8 shall apply to such testing unless otherwise specifiedthe relevant Deliverable(s) with the acceptance criteria for each Deliverable (the"Acceptance Criteria"). 8.2 The Contractor shall perform inspections, acceptance and quality tests before the delivery of any relevant parts of the Services under a Call-Off Contract, before delivery of the same to DCC (the “Acceptance Tests”). DCC shall be entitled to nominate DCC personnel to attend such testing5.2. The Contractor Parties will agree the Acceptance Criteria for each acceptance test prior to the relevant date specified in the Order Form. 5.3. The Buyer shall provide its testing results to DCC, the Supplier an acceptance certificate substantially in the form requested set out in Exhibit A or other written indication of acceptance (the "Acceptance Certificate") as soon as any Technical Deliverable has successfully completed an acceptance test by DCC at achieving the Acceptance Criteria. Such Acceptance Certificate or other written indication of acceptance shall be provided by the Buyer to the Supplier within 5 Working Days of the successful conclusion of any acceptance test. If the Supplier has not received notice from the Buyer of the unsuccessful conclusion of the relevant acceptance test within 5 Working Days of the end of the relevant test, or if the Buyer makes live operational use of the relevant Technical Deliverable(s), such timeTechnical Deliverable(s) will be deemed accepted by theBuyer (and the relevant Implementation Services completed). 8.3 The Contractor shall provide all such assistance5.4. Subject to clause 5.6, cooperation if any acceptance test demonstrates that any Technical Deliverable(s) materially fails to satisfy the relevant Acceptance Criteria, the Buyer may require the Supplier to correct the Technical Deliverable(s) and support to DCC as requested to facilitate the Acceptance Tests and in doing so shall comply with DCC's project management, quality and testing methodologies make them available to the extent reasonably requiredBuyer within a reasonable time for the Buyer to re-perform the acceptance tests on the corrected Technical Deliverable(s). For the avoidance of doubt, the re-performed tests shall be to meet the same Acceptance Criteria as the original tests. The Supplier shall carry out such correction activities at no additional charge to the Buyer. 8.4 DCC shall give written notice to the Contractor once the Services pass their Acceptance Tests to the DCC's reasonable satisfaction5.5. Regardless of any other communication from the DCC, If a re-performed acceptance may only be given by written notice to the Contractor. 8.5 If the Services (or any part thereof) fail their Acceptance Tests then at the DCC's option: 8.5.1 The Contractor shall promptly analyse and report to DCC on the root cause of such failure and then modify the Services (or relevant parts thereof) to the extent the DCC reasonably determines is necessary for it to pass repeated Acceptance Tests; 8.5.2 DCC may provide acceptance of the Services (or relevant parts thereof) subject to conditions, which may include the condition that the Contractor remedies certain defects by a certain date; or 8.5.3 DCC may provide acceptance of the Services (or relevant parts thereof) subject to a reduction in the Charges (as determined by DCC acting reasonably) to reflect the reduced value of those Services (or relevant parts thereof) or the estimated cost of DCC remedying those Services (or relevant parts thereof) itself or using a third party to do so. 8.6 Where repeated Acceptance Tests are performed test carried out in accordance with clause 8.5.15.4 does not satisfy the Acceptance Criteria, theBuyer’s exclusive remedy and the Supplier’s sole liability shall be, at the Buyer’s option and acting reasonably, to: 8.6.1 The Contractor 5.5.1. require the Supplier, within such reasonable period as is agreed between the Supplier and the Buyer at no additional charge to the Buyer, to correct the Technical Deliverable(s) and to make them available for the Buyer to perform a further repetition of the acceptance tests on the corrected Technical Deliverable(s); or 5.5.2. reject any of the Technical Deliverables that materially fail to achieve the Acceptance Criteria, to accept the remaining Deliverables and to pay the Charges that relate to the Services performed. 5.6. If any failure of a Technical Deliverable to achieve an Acceptance Criteria is as a result of an act and/or omission attributed to the Buyer and/or a third party, the Supplier shall bear its own costs and reimburse (upon request) DCC for at its reasonable costs incurred in performing such repeated Acceptance Tests; 8.6.2 Where DCC has still not provided acceptance within 10 (ten) Working Days of those Services (or relevant parts thereof) initially failing their Acceptance Tests, DCC may exercise discretion use reasonable endeavours to provide assistance to the Buyer subject always to the Buyer reimbursing the Supplier at its other options in accordance with this clause 8.5; and 8.6.3 Where DCC has still not provided acceptance within 20 (twenty) Working Days of those Services (or relevant parts thereof) initially failing their Acceptance Tests, DCC may permanently reject the Services (or relevant parts thereof)time and materials fee rates. 8.7 Where Services (or relevant parts thereof) are permanently rejected in accordance with this clause 8: 8.7.1 DCC shall not be liable to pay any part of the Charges in respect of those rejected Services (or relevant parts thereof) and the Contractor shall promptly reimburse DCC if any part of the Charges in respect of those rejected Services (or relevant parts thereof) have already been paid; and 8.7.2 5.7. In respect of any goodsDocument Deliverables, the Contractor Buyer shall promptly (at its own cost provide to the Supplier an Acceptance Certificate as soon as the relevant Document Deliverable has been successfully completed and at a time agreed delivered in accordance with DCC) remove it and make good any damagethe Order Form. 8.8 Such Acceptance Certificate shall be without prejudice to the DCC's remedies and rights in connection with this Framework Agreement or a Call-off Contract, or the Contractor's obligation to remedy defects. DCC may subsequently reject Services (or relevant parts thereof) which have been provided with acceptance where it is a component part of a wider solution provided by the Contractor or is related Buyer to other Services (or relevant parts thereof) the Supplier within 5 Working Days of the successful completion and that wider solution or those related Services (or relevant parts thereof) do delivery of the Document Deliverable. If the Supplier has not pass their Acceptance Tests.received notice from the Buyer within 5 Working Days of delivery, the Document Deliverable will be deemed accepted by the Buyer. Such Document Deliverables will not be subject to acceptance testing in accordance with clauses 5.1 to

Testing Acceptance. 8.1 Where 5.1. The Buyer shall carry out acceptance testing is required under a Call-Off Contract, on the provisions Deliverables in accordance with the processes described in the Order Form in order to test the compliance of this clause 8 shall apply to such testing unless otherwise specifiedthe relevant Deliverable(s) with the acceptance criteria for each Deliverable (the"Acceptance Criteria"). 8.2 The Contractor shall perform inspections, acceptance and quality tests before the delivery of any relevant parts of the Services under a Call-Off Contract, before delivery of the same to DCC (the “Acceptance Tests”). DCC shall be entitled to nominate DCC personnel to attend such testing5.2. The Contractor Parties will agree the Acceptance Criteria for each acceptance test prior to the relevant date specified in the Order Form. 5.3. The Buyer shall provide its testing results to DCC, the Supplier an acceptance certificate substantially in the form requested set out in Exhibit A or other written indication of acceptance (the "Acceptance Certificate") as soon as any Technical Deliverable has successfully completed an acceptance test by DCC at achieving the Acceptance Criteria. Such Acceptance Certificate or other written indication of acceptance shall be provided by the Buyer to the Supplier within 5 Working Days of the successful conclusion of any acceptance test. If the Supplier has not received notice from the Buyer of the unsuccessful conclusion of the relevant acceptance test within 5 Working Days of the end of the relevant test, or if the Buyer makes live operational use of the relevant Technical Deliverable(s), such timeTechnical Deliverable(s) will be deemed accepted by theBuyer (and the relevant Implementation Services completed). 8.3 The Contractor shall provide all such assistance5.4. Subject to clause 5.6, cooperation if any acceptance test demonstrates that any Technical Deliverable(s) materially fails to satisfy the relevant Acceptance Criteria, the Buyer may require the Supplier to correct the Technical Deliverable(s) and support to DCC as requested to facilitate the Acceptance Tests and in doing so shall comply with DCC's project management, quality and testing methodologies make them available to the extent reasonably requiredBuyer within a reasonable time for the Buyer to re-perform the acceptance tests on the corrected Technical Deliverable(s). For the avoidance of doubt, the re-performed tests shall be to meet the same Acceptance Criteria as the original tests. The Supplier shall carry out such correction activities at no additional charge to the Buyer. 8.4 DCC shall give written notice to the Contractor once the Services pass their Acceptance Tests to the DCC's reasonable satisfaction5.5. Regardless of any other communication from the DCC, If a re-performed acceptance may only be given by written notice to the Contractor. 8.5 If the Services (or any part thereof) fail their Acceptance Tests then at the DCC's option: 8.5.1 The Contractor shall promptly analyse and report to DCC on the root cause of such failure and then modify the Services (or relevant parts thereof) to the extent the DCC reasonably determines is necessary for it to pass repeated Acceptance Tests; 8.5.2 DCC may provide acceptance of the Services (or relevant parts thereof) subject to conditions, which may include the condition that the Contractor remedies certain defects by a certain date; or 8.5.3 DCC may provide acceptance of the Services (or relevant parts thereof) subject to a reduction in the Charges (as determined by DCC acting reasonably) to reflect the reduced value of those Services (or relevant parts thereof) or the estimated cost of DCC remedying those Services (or relevant parts thereof) itself or using a third party to do so. 8.6 Where repeated Acceptance Tests are performed test carried out in accordance with clause 8.5.15.4 does not satisfy the Acceptance Criteria, theBuyer’s exclusive remedy and the Supplier’s sole liability shall be, at the Buyer’s option and acting reasonably, to: 8.6.1 The Contractor 5.5.1. require the Supplier, within such reasonable period as is agreed between the Supplier and the Buyer at no additional charge to the Buyer, to correct the Technical Deliverable(s) and to make them available for the Buyer to perform a further repetition of the acceptance tests on the corrected Technical Deliverable(s); or 5.5.2. reject any of the Technical Deliverables that materially fail to achieve the Acceptance Criteria, to accept the remaining Deliverables and to pay the Charges that relate to the Services performed. 5.6. If any failure of a Technical Deliverable to achieve an Acceptance Criteria is as a result of an act and/or omission attributed to the Buyer and/or a third party, the Supplier shall bear its own costs and reimburse (upon request) DCC for at its reasonable costs incurred in performing such repeated Acceptance Tests; 8.6.2 Where DCC has still not provided acceptance within 10 (ten) Working Days of those Services (or relevant parts thereof) initially failing their Acceptance Tests, DCC may exercise discretion use reasonable endeavours to provide assistance to the Buyer subject always to the Buyer reimbursing the Supplier at its other options in accordance with this clause 8.5; and 8.6.3 Where DCC has still not provided acceptance within 20 (twenty) Working Days of those Services (or relevant parts thereof) initially failing their Acceptance Tests, DCC may permanently reject the Services (or relevant parts thereof)time and materials fee rates. 8.7 Where Services (or relevant parts thereof) are permanently rejected in accordance with this clause 8: 8.7.1 DCC shall not be liable to pay any part of the Charges in respect of those rejected Services (or relevant parts thereof) and the Contractor shall promptly reimburse DCC if any part of the Charges in respect of those rejected Services (or relevant parts thereof) have already been paid; and 8.7.2 5.7. In respect of any goodsDocument Deliverables, the Contractor Buyer shall promptly (at its own cost provide to the Supplier an Acceptance Certificate as soon as the relevant Document Deliverable has been successfully completed and at a time agreed delivered in accordance with DCC) remove it and make good any damagethe Order Form. 8.8 Such Acceptance Certificate shall be without prejudice to the DCC's remedies and rights in connection with this Framework Agreement or a Call-off Contract, or the Contractor's obligation to remedy defects. DCC may subsequently reject Services (or relevant parts thereof) which have been provided with acceptance where it is a component part of a wider solution provided by the Contractor Buyer to the Supplier within 5 Working Days of the successful completion and delivery of the Document Deliverable. If the Supplier has not received notice from the Buyer within 5 Working Days of delivery, the Document Deliverable will be deemed accepted by the Buyer. Such Document Deliverables will not be subject to acceptance testing in accordance with clauses 5.1 to 5.6 above. If the Buyer notifies the Supplier within 5 Working Days that the Document Deliverable materially fails to meet the specification set out in the Order Form,the Buyer’s exclusive remedy and the Supplier’s sole liability shall be, at the Buyer’s option and acting reasonably, to: 5.7.1. require the Supplier, within such reasonable period of time as is agreed between the Parties and at no additional charge to the Buyer, to correct or is related to other Services (or relevant parts thereofrevise the Document Deliverable(s) and to deliver them to the Buyer again; or 5.7.2. reject any of the Document Deliverables that wider solution or those related materially fail to meet the specification set out in the Order Form, to accept the remaining Document Deliverables and to pay the Charges That relate to the Services (or relevant parts thereof) do not pass their Acceptance Testsperformed.