Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. 4.1 m-Wise shall submit to iTouch test scripts and data complying with the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity of the Licensed Software to the Specification. 4.2 m-Wise shall rectify any deficiencies in such test scripts and/or test data drawn to its attention by iTouch in accordance with the Service Level Agreement at Schedule 9. iTouch may use such test scripts and data and such other tests as it thinks appropriate, to test the Licensed Software. 4.3 m-Wise agrees that it shall not submit the Licensed Software to iTouch unless: 4.3.1 m-Wise is satisfied, from previous testing that the Licensed Software should pass the Acceptance Test; 4.3.2 the Licensed Software passed all preliminary and stage test as defined in the test specification; and 4.3.3 the Licensed Software meets the requirements of this Agreement. 4.4 iTouch shall use its reasonable endeavours to carry out the Acceptance Tests within 14 (fourteen) working days of Installation of the Licensed Software or, later if receipt of test scripts and data conforming to the requirements of Clause 4.1 is delayed. iTouch shall give m-Wise not less than 3 (three) days notice of the date and time at which it will carry out the Acceptance Tests at the Site, and m-Wise shall be entitled to have one or more of its representatives attend the Acceptance Tests at m-Wise's cost. 4.5 When Acceptance Test has been passed satisfactorily in accordance with Schedule 4 (Acceptance Test), a written notification will confirm this subject to any deficiencies stated in the written notice of acceptance. 4.6 If the Licensed Software fails any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications to the Licensed Software as are required to rectify the deficiencies identified in the carrying out of the Acceptance Tests, and the Acceptance Tests will be repeated as above. 4.7 Subject to Clause 4.8, the Acceptance Tests shall be repeated as above until Acceptance is achieved. 4.8 After the first occasion that the Acceptance Tests are repeated if Acceptance is not achieved, then iTouch may at its own option, instead of requiring m-Wise to make modifications in accordance with Clause 4.6 above, accept (in whole or in part) the Acceptance tests. 4.9 If after 2 (two) subsequent occasions the Licensed Software continues to fail the Acceptance Test then iTouch shall be entitled to the refund and all rights as set out in Clause 20.3 (Consequences of Termination) of this Agreement and shall give notice to m-Wise terminating this Agreement with immediate effect. 4.10 m-Wise shall make good and rectify any errors or defects in the Licensed Software in accordance with Schedule 9 (Service Level Agreement) and implement such modifications to the Licensed Software as is required to rectify the deficiencies free of charge within 90 (ninety) days following final payment from iTouch. During the warranty period iTouch may receive a full refund according to clause 20.3 and cancel the contract if m-Wise is unable to rectify any material defect without prejudice to its other rights and remedies. 4.11 To remove any and all doubt: it is iTouch's responsibility to provide SMS connectivity and access to the site for the UK operators and to re-route its short numbers currently operating at the ASP environment. Delays in this process will not be considered as a reason to delay acceptance.

Testing and Acceptance. 4.1 m-Wise shall submit to iTouch test scripts and data complying with the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity of the Licensed Software to the Specification. 4.2 m-Wise shall rectify any deficiencies in such test scripts and/or test data drawn to its attention by iTouch in accordance with the Service Level Agreement at Schedule 9. iTouch may use such test scripts and data and such other tests as it thinks appropriate, to test the Licensed Software. 4.3 m-Wise agrees that it shall not submit the Licensed Software to iTouch unless: 4.3.1 m-Wise is satisfied, from previous testing that the Licensed Software should pass the Acceptance Test; 4.3.2 the Licensed Software passed all preliminary and stage test as defined in the test specification; and 4.3.3 the Licensed Software meets the requirements of this Agreement. 4.4 iTouch shall use its reasonable endeavours to carry out the Acceptance Tests within 14 (fourteen) working days of Installation of the Licensed Software or, later if receipt of test scripts and data conforming to the requirements of Clause 4.1 is delayed. iTouch shall give m-Wise not less than 3 (three) days notice of the date and time at which it will carry out the Acceptance Tests at the Site, and m-Wise shall be entitled to have one or more of its representatives attend the Acceptance Tests at m-Wise's ’s cost. 4.5 When Acceptance Test has been passed satisfactorily in accordance with Schedule 4 (Acceptance Test), a written notification will confirm this subject to any deficiencies stated in the written notice of acceptance. 4.6 If the Licensed Software fails any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications to the Licensed Software as are required to rectify the deficiencies identified in the carrying out of the Acceptance Tests, and the Acceptance Tests will be repeated as above. 4.7 Subject to Clause 4.8, the Acceptance Tests shall be repeated as above until Acceptance is achieved. 4.8 After the first occasion that the Acceptance Tests are repeated if Acceptance is not achieved, then iTouch may at its own option, instead of requiring m-Wise to make modifications in accordance with Clause 4.6 above, accept (in whole or in part) the Acceptance tests. 4.9 If after 2 (two) subsequent occasions the Licensed Software continues to fail the Acceptance Test then iTouch shall be entitled to the refund and all rights as set out in Clause 20.3 (Consequences of Termination) of this Agreement and shall give notice to m-Wise terminating this Agreement with immediate effect. 4.10 m-Wise shall make good and rectify any errors or defects in the Licensed Software in accordance with Schedule 9 (Service Level Agreement) and implement such modifications to the Licensed Software as is required to rectify the deficiencies free of charge within 90 (ninety) days following final payment from iTouch. During the warranty period iTouch may receive a full refund according to clause 20.3 and cancel the contract if m-Wise is unable to rectify any material defect without prejudice to its other rights and remedies. 4.11 To remove any and all doubt: it is iTouch's ’s responsibility to provide SMS connectivity and access to the site for the UK operators and to re-route its short numbers currently operating at the ASP environment. Delays in this process will not be considered as a reason to delay acceptance.

Testing and Acceptance. 4.1 m-Wise 7.1 The Licensee shall submit supply to iTouch test scripts and data complying with the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity Licensor immediately after installation of the Licensed Software to the Specification. 4.2 m-Wise shall rectify any deficiencies in such test scripts and/or Programs, test data drawn which in the reasonable opinion of the parties is suitable to its attention by iTouch test whether the Licensed Programs are in accordance with the Service Level Agreement at Schedule 9. iTouch may use Specification, together with the results expected to be achieved by processing such test scripts and data using the Licensed Programs. The Licensor shall not be entitled to object to such test data or expected results unless the Licensor can demonstrate to the Licensee that they are not suitable for testing the Licensed Programs as aforesaid, in which event the Licensee shall make any reasonable amendments to such test data and expected results as the Licensor may request. Subject to the receipt of such other tests as it thinks appropriatetest data and expected results, to test the Licensor shall process such data, in the presence of the Licensee or its authorised representative, on the Equipment using the Licensed SoftwarePrograms by way of acceptance testing within 7 days after such receipt at a time mutually convenient to both parties. 4.3 m-Wise agrees that it 7.2 The Licensee shall not submit accept the Licensed Software to iTouch unless: 4.3.1 m-Wise is satisfied, from previous testing Programs immediately after the Licensor has demonstrated that the Licensed Software should pass the Acceptance Test; 4.3.2 the Licensed Software passed all preliminary and stage test as defined in Programs have correctly processed the test specification; and 4.3.3 data by achieving the Licensed Software meets the requirements of this Agreementexpected results. 4.4 iTouch shall use its reasonable endeavours to carry out 7.3 In the Acceptance Tests within 14 (fourteen) working days event of Installation failure of the Licensed Software or, Programs to pass the tests referred to in clause 7.1 the Licensor shall and in any event not later if receipt of test scripts and data conforming to the requirements of Clause 4.1 is delayed. iTouch shall give m-Wise not less than 3 (three) 7 days notice following notification of the date relevant failure at its own expense correct the errors in the Licensed Programs and notify the Licensee that it is ready to repeat the tests and such tests shall be repeated within 7 days after such notice at a time at which it will carry out mutually convenient to both parties. 7.4 In the Acceptance Tests at event of failure of the Site, and m-Wise Licensed Programs to pass the repeat tests referred to in clause 7.3 the Licensee shall be entitled to have one or more of its representatives attend the Acceptance Tests at m-Wise's cost. 4.5 When Acceptance Test has been passed satisfactorily in accordance with Schedule 4 (Acceptance Test)terminate this Agreement or, a written notification will confirm this subject to any deficiencies stated in the written by notice of acceptance. 4.6 If the Licensed Software fails any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications to the Licensed Software as are required Licensor within 3 days require the Licensor to rectify correct the deficiencies identified in the carrying out of the Acceptance Tests, and the Acceptance Tests will be repeated as above. 4.7 Subject to Clause 4.8, the Acceptance Tests shall be repeated as above until Acceptance is achieved. 4.8 After the first occasion that the Acceptance Tests are repeated if Acceptance is not achieved, then iTouch may at its own option, instead of requiring m-Wise to make modifications in accordance with Clause 4.6 above, accept (in whole or in part) the Acceptance tests. 4.9 If after 2 (two) subsequent occasions the Licensed Software continues to fail the Acceptance Test then iTouch shall be entitled to the refund and all rights as set out in Clause 20.3 (Consequences of Termination) of this Agreement and shall give notice to m-Wise terminating this Agreement with immediate effect. 4.10 m-Wise shall make good and rectify any errors or defects in the Licensed Software Programs in accordance with Schedule 9 (Service Level Agreement) and implement such modifications to which event the provisions of clause 7.3 shall, mutatis mutandis, apply. 7.5 Notwithstanding the above, installation of the Licensed Software as Programs shall be deemed to be completed and the Licensed Programs shall be deemed to be accepted upon successful execution of the tests referred to above or when the Licensed Programs have been put into operational use, whichever is required to rectify the deficiencies free of charge within 90 (ninety) days following final payment from iTouch. During the warranty period iTouch may receive a full refund according to clause 20.3 and cancel the contract if m-Wise is unable to rectify any material defect without prejudice to its other rights and remediesearlier. 4.11 To remove any and all doubt: it is iTouch's responsibility to provide SMS connectivity and access to the site for the UK operators and to re-route its short numbers currently operating at the ASP environment. Delays in this process will not be considered as a reason to delay acceptance.

Testing and Acceptance. 4.1 m-Wise 1. The Licensee shall submit supply to iTouch test scripts and data complying with the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity Licensor immediately after installation of the Licensed Software to the Specification. 4.2 m-Wise shall rectify any deficiencies in such test scripts and/or software, test data drawn which in the reasonable opinion of the Parties is suitable to its attention by iTouch test whether the Licensed software are in accordance with the Service Level Agreement at Schedule 9. iTouch may use Specification, together with the results expected to be achieved by processing such test scripts and data using the Licensed software. The Licensor shall not be entitled to object to such test data or expected results unless the Licensor can demonstrate to the Licensee that they are not suitable for testing the Licensed Programs as aforesaid, in which event the Licensee shall make any reasonable amendments to such test data and expected results as the Licensor may request. Subject to the receipt of such other tests as it thinks appropriatetest data and expected results, to test the Licensor shall process such data, in the presence of the Licensee or its authorised representative, on the Equipment using the Licensed Softwaresoftware by way of acceptance testing within the deployment plan attached at a time mutually convenient to both Parties. 4.3 m-Wise agrees that it 2. The Licensee shall not submit accept the Licensed Software to iTouch unless: 4.3.1 m-Wise is satisfied, from previous testing licensed software immediately after the Licensor has demonstrated that the Licensed Software should pass the Acceptance Test; 4.3.2 the Licensed Software passed all preliminary and stage test as defined in licensed software has correctly processed the test specification; and 4.3.3 data by achieving the Licensed Software meets the requirements of this Agreementexpected results. 4.4 iTouch shall use its reasonable endeavours to carry out 3. In the Acceptance Tests within 14 (fourteen) working days event of Installation failure of the Licensed Software orsoftware to pass the agreed tests referred to in sub-Clause 7.1 the Licensor shall, not later if receipt of test scripts and data conforming to the requirements of Clause 4.1 is delayed. iTouch shall give m-Wise not less than 3 (three) days notice 10 Business Days following notification of the date and time relevant failure, at which it will carry out its own expense correct the Acceptance Tests at the Site, and m-Wise shall be entitled to have one or more of its representatives attend the Acceptance Tests at m-Wise's cost. 4.5 When Acceptance Test has been passed satisfactorily in accordance with Schedule 4 (Acceptance Test), a written notification will confirm this subject to any deficiencies stated errors in the written notice of acceptance. 4.6 If Licensed software and notify the Licensed Software fails any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications Licensee that it is ready to repeat the Licensed Software as are required to rectify the deficiencies identified in the carrying out of the Acceptance Tests, and the Acceptance Tests will be repeated as above. 4.7 Subject to Clause 4.8, the Acceptance Tests tests. Such tests shall be repeated as above until Acceptance is achievedwithin 5 Business Days after such notice at a time mutually convenient to both Parties. 4.8 After 4. Notwithstanding the first occasion that the Acceptance Tests are repeated if Acceptance is not achieved, then iTouch may at its own option, instead of requiring m-Wise to make modifications in accordance with Clause 4.6 above, accept (in whole or in part) the Acceptance tests. 4.9 If after 2 (two) subsequent occasions installation of the Licensed Software continues to fail the Acceptance Test then iTouch software shall be entitled deemed to be completed and the Licensed software shall be deemed to be accepted upon successful execution of the tests referred to above or when the Licensed software have been put into operational use, whichever is the earlier subject to the refund and all rights as set out in Clause 20.3 (Consequences of Termination) of this Agreement and Schedule 4. The Acceptance Date shall give notice be the date on which acceptance is deemed to m-Wise terminating this Agreement with immediate effecthave taken place. 4.10 m-Wise shall make good and rectify any errors or defects in the Licensed Software in accordance with Schedule 9 (Service Level Agreement) and implement such modifications to the Licensed Software as is required to rectify the deficiencies free of charge within 90 (ninety) days following final payment from iTouch. During the warranty period iTouch may receive a full refund according to clause 20.3 and cancel the contract if m-Wise is unable to rectify any material defect without prejudice to its other rights and remedies. 4.11 To remove any and all doubt: it is iTouch's responsibility to provide SMS connectivity and access to the site for the UK operators and to re-route its short numbers currently operating at the ASP environment. Delays in this process will not be considered as a reason to delay acceptance.

Testing and Acceptance. 4.1 m-Wise 6.1 SAS shall conduct system tests and Acceptance Tests on the System in accordance with 6.2 Prior to such system tests and Acceptance Tests, SAS and the Vendor shall each nominate one or more representatives to be present during the respective tests, or if agreed between the Parties, available for consultation during the respective tests. 6.3 Following installation of the Hardware and the Software, the Vendor shall submit to iTouch test scripts the Hardware and data complying with the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity of the Licensed Software to the Specification. 4.2 m-Wise shall rectify any deficiencies system tests to ensure that the Hardware and Software conform to requirements in such test scripts and/or test data drawn to its attention by iTouch the Detailed Specifications, and are ready for the Acceptance Tests in accordance with the Service Level Agreement Project Schedule. The Vendor must rectify any non- conformance of the Hardware and/or the Software with such requirements at Schedule 9. iTouch may use such test scripts and data and such other tests as it thinks appropriate, no additional cost to test the Licensed SoftwareSAS. 4.3 m-Wise agrees that it 6.4 Acceptance of the System will take place on the date of the written acknowledgement by SAS to the Vendor of its acceptance of the System and this written acknowledgement shall not submit be sent within ten (10) working days from the Licensed Software to iTouch unless: 4.3.1 m-Wise is satisfied, from previous testing that the Licensed Software should pass date of successful completion of the Acceptance Test; 4.3.2 the Licensed Software passed all preliminary and stage test as defined in the test specification; and 4.3.3 the Licensed Software meets the requirements of this AgreementTests. 4.4 iTouch shall use its reasonable endeavours to carry out 6.5 If the System fails the Acceptance Tests within 14 (fourteen) working days then SAS may require the Vendor to forthwith implement free of Installation of the Licensed Software or, later if receipt of test scripts and data conforming charge such alterations or modifications to the requirements of Clause 4.1 is delayedSystem and/or related Documentation as SAS shall in the circumstances at its sole discretion judge necessary. iTouch The alterations and modifications to the System and/or related Documentation shall give m-Wise not less than 3 be completed within fourteen (three14) days notice of the date and time at which it will carry out of the aforesaid failure (the “First Repeat Acceptance Tests”) so as to enable the Parties to repeat the Acceptance Tests in the presence of the Vendor’s representative(s). The Vendor shall not charge SAS for the cost of such alterations and modifications to the System and the cost of the First Repeat Acceptance Tests, which shall include the cost of attendance by the Vendor’s representative(s) at the SiteFirst Repeat Acceptance Tests. 6.6 If the System fails the First Repeat Acceptance Tests, SAS may at its option: 6.6.1 require the Vendor by written notice to forthwith implement free of charge such further alterations or modifications to the System and/or Documentation as SAS shall in the circumstances and m-Wise at its sole discretion judge necessary to enable the System to pass repeat Acceptance Tests (the “Second Repeat Acceptance Tests”). The Second Repeat Acceptance Tests shall be carried out by SAS in the presence of the Vendor’s representative(s). The Vendor shall not charge SAS for the cost of such alterations and modifications to the System and the cost of the Second Repeat Acceptance Tests, which shall include the cost of attendance by the Vendor’s representative(s) at the Second Repeat Acceptance Tests. If the Vendor has not completed such alterations or modifications to the System and/or Documentation within thirty (30) days of the First Repeat Acceptance Tests, or if the System shall fail the Second Repeat Acceptance Tests, then SAS shall be entitled to have one proceed at its option under either clause 6.6.2 or more 6.6.3; or 6.6.2 accept the System subject to such refund of its representatives attend the charges in respect of the Project as the Vendor and SAS shall agree. If the Parties fail to agree to such refund within thirty (30) days of failure of the First Repeat Acceptance Tests or Second Repeat Acceptance Tests pursuant to this Agreement, then SAS shall, at m-Wise's cost. 4.5 When Acceptance Test has been passed satisfactorily its sole option, be entitled either to refer the matter for resolution in accordance with Schedule 4 (Acceptance Test)the dispute resolution procedure set out in clause 23 or reject and terminate this Agreement, a written notification will confirm in accordance with clause 6.6.3; or 6.6.3 reject the System and terminate this subject Agreement without prejudice to any deficiencies stated in the written notice of acceptanceother rights or remedies to which SAS may be entitled hereunder or at law. 4.6 If the Licensed Software fails 6.7 The issuance of any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications to the Licensed Software as are required to rectify the deficiencies identified in the carrying out interim acceptance certificate for some parts of the Acceptance Tests, and the Acceptance Tests will be repeated as above. 4.7 Subject to Clause 4.8, System which have successfully completed the Acceptance Tests shall be repeated as above until Acceptance is achieved. 4.8 After the first occasion that the Acceptance Tests are repeated if Acceptance is not achieved, then iTouch may at its own option, instead of requiring m-Wise to make modifications in accordance with Clause 4.6 above, accept (in whole or in part) the Acceptance tests. 4.9 If after 2 (two) subsequent occasions the Licensed Software continues to fail the Acceptance Test then iTouch shall be entitled to the refund and all rights as set out in Clause 20.3 (Consequences of Termination) of this Agreement and shall give notice to m-Wise terminating this Agreement with immediate effect. 4.10 m-Wise shall make good and rectify any errors or defects in the Licensed Software in accordance with Schedule 9 (Service Level Agreement) and implement such modifications to the Licensed Software as is required to rectify the deficiencies free of charge within 90 (ninety) days following final payment from iTouch. During the warranty period iTouch may receive a full refund according to clause 20.3 and cancel the contract if m-Wise is unable to rectify any material defect without prejudice to its SAS’ right to reject the entire System in the event the other rights and remediesparts of the System and/or the entire System fails to pass the Acceptance Tests. 4.11 To remove any 6.8 The Vendor shall provide SAS with all such assistance and all doubt: advice as it is iTouch's responsibility shall from time to provide SMS connectivity time require in the process of, or for the purpose of testing the System pursuant to this Agreement. 6.9 Two (2) copies of the final and access latest versions of the source code and the object code of the Software and Documentation relating to the site System shall be delivered, in complete, accessible and readable form, by the Vendor to SAS for SAS’ within seven (7) days from the Acceptance Date. Where, from time to time, enhancements, error corrections, or any upgrades developments or improvements to the Software or System are made by the Vendor pursuant to this Agreement, the Vendor shall, within seven (7) days of such change being effected to the Software, deliver to SAS no less than two (2) copies of the revised versions of the source code and object code of the Software and/or revised Documentation in complete, accessible and readable form. For the avoidance of doubt, the source code and the object code to be delivered to SAS shall include the source code and object code of third party proprietary matter contained in the System created or owned by the Vendor not for the UK operators specific and sole purpose of this Project but which is contained in the System for which the Vendor grants to re-route its short numbers currently operating at SAS the ASP environment. Delays rights set forth in this process will not be considered as a reason to delay acceptanceClause 15.2.