Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. 7.1 Customer shall supply to Supplier, immediately after installation of the Licensed Software, test cases and test data which in the reasonable opinion of Customer is suitable to test whether the Licensed Software are in accordance with the Specifications, together with the expected results to be achieved by processing such test data using the Licensed Software. 7.2 When Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall be deemed to have accepted the Licensed Software. 7.5 The Licensed Software shall not be deemed to have incorrectly processed such test data by reason of any failure to provide any facility or function not specified in the Specifications. 7.6 In case the Licensed Software has been put by Customer for live operation, the Licensed Software shall be deemed to have been accepted and Go live Certificate deemed to be signed by Customer. Accordingly warranty period has begun according to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be due. 7.7 Any changes to responsibilities as defined in Article 3 above, Scope of Work or to the agreed Project Schedule mentioned in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced to the Customer on a monthly basis.

Testing and Acceptance. 7.1 Customer 6.1 Nortel Networks shall supply Install (where contracted to Supplier, immediately after installation do so) all Equipment and Software to be ready for Acceptance Tests no later than the scheduled In-Service Date in accordance with the applicable Purchase Order. Upon completion of Installation of the Licensed SoftwareEquipment and Software or portions thereof, Nortel Networks shall test cases the Equipment and test data which Software in accordance with the reasonable opinion Acceptance Test Plan ("Acceptance Tests") attached as part of Customer is suitable the applicable Statement of Work. 6.2 Acceptance Tests will be conducted on the Equipment and Software to test whether demonstrate that each item of Equipment and Software comprising a part of the Licensed Software are System, as Installed, will operate in accordance with the Specifications. 6.3 Nortel Networks shall notify Customer at least five (5) days before the date on which the Acceptance Tests shall be conducted. If Customer or its representative does not attend the Acceptance Tests, together Nortel Networks shall proceed with the expected results to be achieved by processing such test data using the Licensed Software. 7.2 When Supplier can demonstrate that tests and immediately forward the test cases results (including actual test sequences, deviations, and retests necessary to obtain successful conclusion) to Customer. If Customer or test data its representative (which representative shall be bound by all confidentiality requirements applicable to Customer) attends the Acceptance Tests, Nortel Networks and Customer or its representative shall jointly conduct the expected results are not suitable for testing Acceptance Tests and shall each sign the Licensed Software form provided as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt part of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptanceprocedure. If any items remain pending, these must be stated in the comments. Note that Equipment or Software does not fulfill all of the Go Live Certificate signature requirements of the applicable Acceptance Tests and such failure is a prerequisite for the live deployment result of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation breach of the Licensed any provision or obligation of Nortel Networks under this Agreement or is caused by any item of Equipment or Software, or shall not sign any Service, provided by Nortel Networks, Nortel Networks shall, at its sole expense, correct the Go Live Certificate according to the above paragraph, then Customer defects as soon as practicable. The Acceptance Tests (or so much of them as necessary) shall be deemed recommenced immediately after such correction in accordance with this Section 6.3. Upon successful completion of the applicable Acceptance Tests, Nortel Networks shall submit to have accepted Customer written notice thereof along with Acceptance forms certifying all of the Licensed Software. 7.5 The Licensed Software shall not be deemed to have incorrectly processed such test data by reason results and stating that all of any failure to provide any facility or function not specified in the Specifications. 7.6 In case the Licensed applicable Equipment and/or Software has been put by Accepted in accordance with all of the requirements of this Agreement and that the same performs in accordance with the Specifications. Customer for live operationshall sign or reject such Acceptance forms within five (5) Business Days of receipt thereof to signify that the Equipment and/or Software is Accepted or is not Accepted. In the absence of a notice of rejection given in good faith within such five (5) Business Day period, the Licensed such Equipment and/or Software shall be deemed Accepted. Any notice of rejection shall be given in writing to have been accepted and Go live Certificate deemed Nortel Networks' project manager. If there is a dispute as to whether the Equipment and/or Software has passed the applicable Acceptance Tests, the parties shall use reasonable best efforts (which shall include escalation of such dispute to a senior management level) to resolve the dispute as soon as practicable or it shall be signed by Customer. Accordingly warranty period has begun according submitted to the terms and conditions mentioned in this Agreement and the payment payable by Customer Third Party Engineer pursuant to Supplier shall be dueArticle 38. 7.7 Any changes 6.4 Customer shall not unreasonably withhold Acceptance. Minor deficiencies recorded in the test results or minor shortages which would not affect service to responsibilities as defined in Article 3 abovesubscribers, Scope data collection regarding billing, administration, maintenance or the commercial operation of Work the Equipment, Software or the System or create a safety hazard for personnel shall not postpone the issuance of Acceptance forms pursuant to the agreed Project Schedule mentioned in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced to the Customer on a monthly basis.this Article

Testing and Acceptance. 7.1 6.1 At the dates set out in the Development Programme, the Customer shall supply to Supplier, immediately after installation commence the preparation of the Licensed Software, test cases and test data which Acceptance Tests. The Supplier shall advise the Customer in relation to the reasonable opinion Acceptance Tests. Selection of the Acceptance Tests shall be at the discretion of the Customer but is suitable subject to test whether the Licensed Software are in accordance with approval of the Specifications, together with the expected results Supplier not to be achieved unreasonably withheld. The Supplier shall only be entitled to reject the Acceptance Tests suggested by processing such test data using the Licensed Software. 7.2 When Customer upon the basis that they require the Website to operate in a manner not provided for by the Specification. The Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall be deemed to have accepted the Licensed SoftwareAcceptance Tests if he neither approves nor rejects them within 7 days of their disclosure by the Customer. 7.5 The Licensed Software 6.2 Following delivery and installation of the Website, the Customer shall not be deemed carry out the Acceptance Tests or procure the carrying out of them at the time fixed. If the Project Co- ordinator in his sole discretion considers that the Website has materially failed to have incorrectly processed pass the Acceptance Tests, he shall promptly give written notice to the Supplier specifying why he considers that the Website has failed. On receipt of this notice the Supplier shall, subject to clause 7.3, free of charge to the Customer determine the causes for the failure and advise the Customer of them, and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will pass the Acceptance Tests and perform in accordance with the Specifications (achievement of such test data by reason passing and performance being referred to as 'successful completion'). Following the making of any failure such changes the Customer shall repeat or procure the repetition of such of the Acceptance Tests as are necessary on the same terms as set out above. 6.3 If the Website fails the Acceptance Tests and on investigation pursuant to provide any facility clause 7.2 this proves to be as a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier Scale. 6.4 The Supplier shall ensure that successful completion occurs on or function not specified before the date set out in the Specifications. 7.6 In case Development Programme for completion to occur. The date of successful completion shall be the Licensed Software date upon which the Customer accepts that it has been put by Customer for live operationoccurred. If any delay in achieving successful completion is due to delay or error beyond the control of the Supplier, the Licensed Software relevant dates set out in the Development Programme shall be deemed to have been accepted and Go live Certificate deemed to be signed deferred as agreed between the parties or determined by Customer. Accordingly warranty period has begun according to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be duean expert's decision. 7.7 Any changes to responsibilities as defined in Article 3 above6.5 Notwithstanding any provisional acceptance or use of the Website by the Customer, Scope final acceptance of Work or to the agreed Project Schedule mentioned in Schedule 1 it shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses not occur until successful completion and shall be invoiced without prejudice to any of the Customer's rights set out in this agreement. 6.6 Risk of loss or damage of any kind to the Website, the software used, the Content or the documentation related to it shall pass to the Customer on a monthly basisonly upon successful completion.

Testing and Acceptance. 7.1 At the dates set out therefore in the Development Programme, the Customer shall supply to Supplier, immediately after installation commence the preparation of the Licensed Software, test cases and test data which Acceptance Tests. The Supplier shall advise the Customer in relation to the reasonable opinion Acceptance Tests. Selection of the Acceptance Tests shall be at the discretion of the Customer but is suitable subject to test whether the Licensed Software are in accordance with approval of the Specifications, together with the expected results Supplier not to be achieved unreasonably withheld. The Supplier shall only be entitled to reject the Acceptance Tests suggested by processing such test data using the Licensed Software. 7.2 When Customer upon the basis that they require the Website to operate in a manner not provided for by the Specification. The Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall be deemed to have accepted the Licensed SoftwareAcceptance Tests if he neither approves nor rejects them within 7 days of their disclosure by the Customer. 7.2 The Development Programme shall be split into three phases, accordingly Acceptance Tests for each phase shall commence on the completion date of each phase as set out in the Development Programme. save for phase 1 of the Development Programme all phases of the Development Programme shall not commence until the previous phase has been successfully completed in ac- cordance with this clause 7 and written confirmation from the Customer. 7.3 Following delivery and installation of each phase of the Website, the Customer shall carry out the Acceptance Tests or procure the carrying out of them at the time fixed. If the Project Co-ordinator in his sole discretion considers that each phase of the Website has materially failed to pass the Ac- ceptance Tests, he shall promptly give written notice to the Supplier specifying why he considers that that phase of the Website has failed. On receipt of this notice the Supplier shall, subject to clause 7.4, free of charge to the Customer determine the causes for the failure and advise the Customer of them, and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will pass the Acceptance Tests and perform in accordance with the Specifications (achievement of such passing and performance being referred to as 'successful completion'). Following the making of any such changes the Customer shall repeat or procure the repetition of such of the Acceptance Tests for each phase as are necessary on the same terms as set out above. 7.4 If the Website fails the Acceptance Tests and on investigation pursuant to clause 7.3 this proves to be as a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier Scale. 7.5 The Licensed Software Supplier shall not ensure that completion of each phase occurs on or before the date set out in the Development Programme for completion to occur. The date of successful completion shall be the date upon which the Customer accepts that it has occurred, (“the Acceptance Date”). If any delay in achieving successful completion is due to delay or error beyond the control of the Supplier, the relevant dates set out in the Development Programme shall be deemed to have incorrectly processed such test data deferred as agreed be- tween the parties or determined by reason of any failure to provide any facility or function not specified in the Specificationsan expert's decision. 7.6 In case Notwithstanding any provisional acceptance or use of each phase of the Licensed Software has been put Website by Customer for live operationthe Customer, the Licensed Software final acceptance of each phase shall not occur until successful completion and shall be deemed without prejudice to have been accepted and Go live Certificate deemed to be signed by any of the Customer. Accordingly warranty period has begun according to the terms and conditions mentioned 's rights set out in this Agreement and the payment payable by Customer to Supplier shall be dueagreement. 7.7 Any changes to responsibilities as defined in Article 3 above, Scope Risk of Work loss or damage of any kind to the agreed Project Schedule mentioned in Schedule 1 Website, the software used, the Content or the docu- mentation related to it shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced pass to the Customer on a monthly basisonly upon successful completion.

Testing and Acceptance. 7.1 6.1 At the dates set out in the Development Programme, the Customer shall supply to Supplier, immediately after installation commence the preparation of the Licensed Software, test cases and test data which Acceptance Tests. The Supplier shall advise the Customer in relation to the reasonable opinion Acceptance Tests. Selection of the Acceptance Tests shall be at the discretion of the Customer but is suitable subject to test whether the Licensed Software are in accordance with approval of the Specifications, together with the expected results Supplier not to be achieved unreasonably withheld. The Supplier shall only be entitled to reject the Acceptance Tests suggested by processing such test data using the Licensed Software. 7.2 When Customer upon the basis that they require the Website to operate in a manner not provided for by the Specification. The Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall be deemed to have accepted the Licensed SoftwareAcceptance Tests if he neither approves nor rejects them within 7 days of their disclosure by the Customer. 7.5 The Licensed Software 6.2 Following delivery and installation of the Website, the Customer shall not be deemed carry out the Acceptance Tests or procure the carrying out of them at the time fixed. If the Project Co-­‐ordinator in his sole discretion considers that the Website has materially failed to have incorrectly processed pass the Acceptance Tests, he shall promptly give written notice to the Supplier specifying why he considers that the Website has failed. On receipt of this notice the Supplier shall, subject to clause 7.3, free of charge to the Customer determine the causes for the failure and advise the Customer of them, and make the changes to the Website (including corrections or enhancements to the software used) necessary to ensure that it will pass the Acceptance Tests and perform in accordance with the Specifications (achievement of such test data by reason passing and performance being referred to as 'successful completion'). Following the making of any failure such changes the Customer shall repeat or procure the repetition of such of the Acceptance Tests as are necessary on the same terms as set out above. 6.3 If the Website fails the Acceptance Tests and on investigation pursuant to provide any facility clause 7.2 this proves to be as a result of an error by the Customer, the Supplier shall be entitled to charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier Scale. 6.4 The Supplier shall ensure that successful completion occurs on or function not specified before the date set out in the Specifications. 7.6 In case Development Programme for completion to occur. The date of successful completion shall be the Licensed Software date upon which the Customer accepts that it has been put by Customer for live operationoccurred. If any delay in achieving successful completion is due to delay or error beyond the control of the Supplier, the Licensed Software relevant dates set out in the Development Programme shall be deemed to have been accepted and Go live Certificate deemed to be signed deferred as agreed between the parties or determined by Customer. Accordingly warranty period has begun according to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be duean expert's decision. 7.7 Any changes to responsibilities as defined in Article 3 above6.5 Notwithstanding any provisional acceptance or use of the Website by the Customer, Scope final acceptance of Work or to the agreed Project Schedule mentioned in Schedule 1 it shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses not occur until successful completion and shall be invoiced without prejudice to any of the Customer's rights set out in this agreement. 6.6 Risk of loss or damage of any kind to the Website, the software used, the Content or the documentation related to it shall pass to the Customer on a monthly basisonly upon successful completion.

Testing and Acceptance. 7.1 Customer shall supply 9.1 Prior to Supplier, immediately after installation the agreement of the Licensed SoftwareChange Request the Customer will be responsible for defining: 9.1.1 Any testing that is required to be carried out by the Service Provider prior to making the new Service(s) available to the Customer in a non-production environment 9.1.2 The tests that they intend to perform to verify the new Service(s) in a non- production environment. This shall include agreed test scripts to be run, test cases which tests or subset of tests will be required to be successful to determine Acceptance, and test data the timetable for the testing including which new Service(s) will be tested and when. 9.2 The testing criteria that shall be applied to determine whether the tests have been successfully completed shall be agreed between the parties in writing (hereafter, the reasonable opinion of “Testing Criteria”). 9.3 When the Customer is suitable to test whether the Licensed Software are in accordance with the Specifications, together with the expected results to be achieved by processing such test data using the Licensed Software. 7.2 When Supplier can demonstrate satisfied that the test cases or test data or Testing Criteria have been met, then the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer new Service(s) shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject be released to the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected resultsCustomer’s production environment. Customer shall, immediately sign Such a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer release shall be deemed to have accepted be the Licensed SoftwareCustomer’s Acceptance of the new Service(s). 7.5 9.4 Where the Change Request is to provide effort on a time and materials basis, then the Change Request is deemed completed and Accepted on completion of the stipulated time and materials. 9.5 Any Customer initiated (i.e. from their request) deployment of the new Service(s) to a production environment will be deemed Acceptance regardless of any performance against the Testing Criteria. 9.6 If a new Service fails to satisfy the Testing Criteria prior to Acceptance, then the Customer must raise the defect to the Service Provider along with all relevant details of the circumstances around the occurrence and nature of the defect. The Licensed Software Service Provider will implement such fixes to the new Service(s) (as per the terms and Charges of the Change Request) as are necessary to enable it to pass the tests agreed in paragraph 9. 1. The Service Provider shall complete the fixes as soon as reasonably possible, to enable where possible any relevant Project Plan milestone to be achieved. 9.7 If a new Service has not been used in a production environment, and the Testing Criteria agreed in accordance with clause 9.2 are not satisfied, and the Service Provider is unable to correct the new Service(s) by satisfying the Testing Criteria within a period of three (3) months from the planned commencement of carrying out the tests set down in clause 9.1, the Customer may choose to reject the new Service(s). In this event, the Customer shall not be deemed to have incorrectly processed such test data by reason of any failure to provide any facility or function not specified in the Specifications. 7.6 In case the Licensed Software has been put by Customer for live operation, the Licensed Software shall be deemed to have been accepted and Go live Certificate deemed to be signed by Customer. Accordingly warranty period has begun according liable to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be due. 7.7 Any changes to responsibilities as defined in Article 3 above, Scope of Work fees (or part thereof) specifically relating to the agreed Project Schedule mentioned new Service(s) in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Partiesquestion. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced to the Customer on a monthly basis.

Testing and Acceptance. 7.1 Customer shall supply to Supplier, immediately after installation of the Licensed Software, test cases and test data which in the Designer will exercise commercially reasonable opinion of Customer is suitable efforts to test whether the Licensed Software are in accordance with the SpecificationsDeliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, together with the expected results to be achieved by processing such test data using the Licensed Software. 7.2 When Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaidwithin 5 business days of receipt of each Deliverable, shall notify Designer, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt of such test data and expected resultswriting, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) in the form attached to this Agreement, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall be deemed to have accepted the Licensed Software. 7.5 The Licensed Software shall not be deemed to have incorrectly processed such test data by reason of any failure of such Deliverable to provide any facility or function not specified comply with the specifications set forth in the Specifications. 7.6 In case the Licensed Software has been put by Customer for live operationProposal, the Licensed Software or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be deemed sufficient to have been accepted identify with clarity any objection, correction or change or amendment, and Go live Certificate deemed Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be signed by Customer. Accordingly warranty period has begun according subject to the terms and conditions mentioned in of this Agreement and Agreement. In the payment payable by Customer to Supplier absence of such notice from Client, the Deliverable shall be duedeemed accepted. 7.7 Any changes 5. CLIENT RESPONSIBILITIES Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and (c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors. 6. ACCREDITATION/PROMOTIONS All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Designer’s name in the form, size and location as incorporated by Designer in the Deliverables, or as otherwise directed by Designer. Designer retains the right to responsibilities as defined reproduce, publish and display the Deliverables in Article 3 aboveDesigner’s portfolios and websites, Scope and in galleries, design periodicals and other media or exhibits for the purposes of Work recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the agreed Project Schedule mentioned other’s reasonable approval, may describe its role in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced relation to the Customer Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a monthly basislink to the other party’s website.

Testing and Acceptance. 7.1 Customer shall supply to SupplierTo the extent a particular Statement of Work specifically identifies Services or deliverables for which Intuit’s acceptance is required, immediately after installation of the Licensed SoftwareIntuit may, test cases and test data which in the reasonable opinion of Customer is suitable to test whether the Licensed Software are in accordance with any additional terms set forth in an applicable Statement of Work, conduct acceptance tests to verify whether the Specifications, together with Services and/or the expected results to be achieved by processing such test data using the Licensed Software. 7.2 When Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject deliverables substantially conform to the receipt applicable specifications set forth in the applicable Statement of Work or any written documentation provided by Contractor for the Services and/or deliverables. Intuit shall have fifteen (15) days after completion of the applicable Services, or such test data other period as may be mutually agreed upon as set forth in the applicable Statement of Work (the “Acceptance Period”), to perform such tests. If Intuit notifies Contractor of any material non-conformities with such specifications in any of the Services and/or the deliverables (each, a “Nonconformity” and expected resultscollectively, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2“Non-conformities”) in writing within the form attached applicable Acceptance Period, Contractor promptly shall either demonstrate to this AgreementIntuit that no such Non-Conformities exist or use commercially reasonable efforts to correct such Non-conformities at its own expense and notify Intuit in writing when such corrections are complete. Intuit then shall have the right to test the corrected Services and/or deliverables, acknowledge such acceptanceas upon the initial completion of the applicable Services as set forth above. If any items remain pendingIntuit accepts the Services and/or deliverables, these must be stated in as determined by Intuit as set forth above, Intuit shall sign the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 acceptance certificate, attached hereto as Exhibit D. If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall Intuit does not sign the Go Live Certificate according to acceptance certificate or notify Contractor of any material Non-conformities within the above paragraphapplicable Acceptance Period, then Customer Intuit shall be deemed to have accepted “Rejected” the Licensed Software. 7.5 The Licensed Software shall not Services and/or the deliverables and the parties will address any such Rejection as set forth in the applicable Statement of Work. Should Contractor fail to correct a Nonconformity within sixty (60) days after receiving written notice thereof from Intuit, or such longer period as may be deemed mutually agreed upon in the applicable Statement of Work, Intuit may terminate the applicable Statement of Work, without prejudice to have incorrectly processed such test data by reason its rights and remedies hereunder and without any further obligation to Contractor other than the payment to Contractor of any failure to provide any facility or function not specified in and all fees incurred by Contractor through the Specifications. 7.6 In case the Licensed Software has been put by Customer for live operation, the Licensed Software shall be deemed to have been accepted and Go live Certificate deemed to be signed by Customer. Accordingly warranty period has begun according effective date of such termination pursuant to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be dueapplicable Statement of Work. 7.7 Any changes to responsibilities as defined in Article 3 above, Scope of Work or to the agreed Project Schedule mentioned in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced to the Customer on a monthly basis.

Testing and Acceptance. 7.1 9.1 In connection with the preparation for and carrying out of Acceptance Tests:- a) the Customer shall supply will provide suitable hardware and accommodation for the test environment; and b) the Supplier will provide reasonable resources to Supplier, immediately after installation support the Customers carrying out of the Licensed Software, Acceptance Tests. The overall management of the test cases and test data which in process will be the reasonable opinion responsibility of the Customer. 9.2 The Supplier shall provide to the Customer not less than 10 Business Days’ written notification (or such other time frame as may be agreed between the parties) that the System is suitable to test whether the Licensed Software are ready for Acceptance Tests. 9.3 Acceptance Tests shall be carried out in accordance with the Specifications, together with the expected results to be achieved by processing such test data using the Licensed SoftwareSchedule 3. 7.2 When Supplier can demonstrate that the test cases or test data or the expected results are not suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. 9.4 Subject to Clause 9.9, the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated System on the date that the Licensed Software Customer accepts that the System has correctly processed passed the test data Acceptance Tests and such acceptance not to be unreasonably withheld or delayed by achieving the expected results. Customer shall, immediately sign a Go live Certificate Customer. 9.5 If the System fails the Acceptance Tests (Schedule 2disregarding any minor and inconsequential failures) then the Supplier shall forthwith rectify free of charge such Defects in the form attached System as are notified by the Customer to the Supplier in writing, in accordance with this Clause and in sufficient time to make possible the repetition of the Acceptance Tests within 10 Business Days of the date of notice of failure given by the Customer (or such later date as the Customer may agree) (the “First Repeat Acceptance Tests”). In supplying notice of the Defects the Customer shall detail the Defects clearly and in sufficient detail as will allow the Supplier to address the Defect, shall give the Supplier such other information regarding the Defect as the Supplier may request and shall give such notice to the Supplier promptly upon completion of the Acceptance Tests. 9.6 If a System fails the First Repeat Acceptance Tests then the Customer shall at its sole option:- a) require the Supplier by written notice to forthwith rectify free of charge such Defects in the System as are notified by the Customer to the Supplier in writing, in accordance with this Clause and as are necessary to enable the System to pass repeat Acceptance Tests (the “Second Repeat Acceptance Tests”). In supplying notice of the Defects the Customer shall detail the Defects clearly and in sufficient detail as will allow the Supplier to address the Defect, shall give the Supplier such other information regarding the Defect as the Supplier may request and shall give such notice to the Supplier promptly upon completion of the First Repeat Acceptance Tests. The Second Repeat Acceptance Tests shall (if possible) be carried out within 10 Business Days of the date of failure. If the Supplier shall not have completed such alterations or modifications by the 10th Business Day after the First Repeat Acceptance Tests or if the System shall fail the Second Repeat Acceptance Tests then the Customer shall be entitled at its option to proceed under Clause 9.6(b) to (c) below; b) agree to a new date for carrying out further Repeat Acceptance Tests on the same terms and conditions as the Second Repeat Acceptance Tests; or c) accept such Second Repeat Acceptance Tests subject to an abatement of the charges set out in this Agreement, acknowledge such acceptance. If abatement to be such amount as is agreed between the parties and if the parties hereto fail to agree the amount of any items remain pendingsuch abatement, these must the provisions of Clause 21 below shall apply. 9.7 The parties hereby agree to provide each other all such assistance, information and advice as is reasonable in connection with the tests to be stated carried out pursuant to this Clause 9. 9.8 For the avoidance of doubt, references in this Clause 9 to “minor and inconsequential failures” shall be failures which in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the SystemCustomer's reasonable view do not unduly inhibit its normal business practices. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall be deemed to have accepted the Licensed Software. 7.5 9.9 The Licensed Software shall not be deemed to have incorrectly processed such test data by reason of any failure to provide any facility or function not specified in the Specifications. 7.6 In case the Licensed Software has been put by Customer for live operation, the Licensed Software System shall be deemed to have been successfully accepted and Go live Certificate deemed by the Customer pursuant to be signed by Customer. Accordingly warranty period has begun according to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be due. 7.7 Any changes to responsibilities as defined in Article 3 above, Scope of Work or to the agreed Project Schedule mentioned in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested Clause 9 either 90 days after the system goes live will be charged at System has passed the rates defined in Schedule 1 plus expenses and shall be invoiced to Acceptance Tests or 90 days after the Customer on a monthly basisGo Live Date whichever is sooner.

Testing and Acceptance. 7.1 Customer shall supply to Supplier‌ 11.1 Where specifically required by a Service Schedule, immediately after the following testing and acceptance provisions in this Section 11 will apply. 11.2 Following the configuration and installation of the Licensed SoftwareDeliverables by Ergo, test cases and test data which in accordance with the Service Schedule, Ergo shall conduct its standard tests in order to ensure that the Deliverables are suitable for the performance of Acceptance Tests by the Customer. Any defects, faults or failures identified by ▇▇▇▇ in the reasonable opinion performance of such tests and which are attributable to Ergo shall be, either, notified to the Customer is and or remedied by ▇▇▇▇. In the event of Ergo notifying the Customer of any such defects, faults or failures, the Customer may, at its discretion, either, request Ergo to remedy or procure to be remedied the defects, faults or failures, or alternatively, may proceed to carry out Acceptance Tests in relation to such Deliverables in whole or in part. 11.3 The Customer shall conduct the Acceptance Tests in respect of all Deliverables in the manner set out in the Service Schedule and in accordance with the Acceptance Periods provided therein. The Acceptance Tests shall be sufficiently suitable to test whether the Licensed Software are in accordance all Deliverables comply with the SpecificationsBusiness Requirements and Functional Specification as set out in the Service Schedule. Upon passing the relevant Acceptance Tests, together with the expected results to Deliverables or that part of it (if not the whole) shall be achieved by processing such test data using the Licensed Softwaredeemed accepted (“Acceptance”). 7.2 When Supplier can demonstrate that 11.4 If the test cases or test data or Customer does not complete the expected results are not suitable for testing Acceptance Tests within the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to such test cases and data and expected results as Supplier may request. Subject to the receipt of such test data and expected results, Customer is responsible for testing the system and ensuring that the expected results as per the system functionality is received. 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software has correctly processed the test data by achieving the expected results. Customer shall, immediately sign a Go live Certificate (Schedule 2) Timescales set out in the form attached to this Agreementrelevant Service Schedule, acknowledge such acceptance. If any items remain pending, these must be stated in the comments. Note that the Go Live Certificate signature is a prerequisite for the live deployment of the System. 7.4 If Customer shall not supply any test data as aforesaid after installation of the Licensed Software, or shall not sign the Go Live Certificate according to the above paragraph, then Customer shall Deliverables will be deemed to have been accepted by the Licensed SoftwareCustomer and the provisions of Section 11.5 apply accordingly. 7.5 11.5 The Licensed Software Deliverables shall not be deemed to have incorrectly processed such test data by reason of any failure to provide any facility or function not specified recorded as accepted in accordance with Acceptance Test Bug Criteria set out in the Specificationsrelevant Service Schedule. 7.6 11.6 Upon Acceptance, ▇▇▇▇ will become entitled to the payment of the Charges associated with the Milestone in question, as set out in the relevant Service Schedule. 11.7 In case default of Final Acceptance Tests being carried out by the Licensed Software has been put by Customer for live operationafter a period of 7 days from the date upon which upon such tests are due, the Licensed Software Deliverables shall be deemed to have been accepted by the Customer and Go live Certificate the Customer shall be deemed to be signed have completed and executed the Acceptance Certificate. In the event of such Acceptance Certificate issuing by Customer. Accordingly warranty period has begun according to the terms and conditions mentioned in this Agreement and the payment payable by Customer to Supplier shall be due. 7.7 Any changes to responsibilities as defined in Article 3 abovedefault, Scope of Work or to the agreed Project Schedule mentioned in Schedule 1 shall be documented via a formal change request and charged at the rates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 7.8 Additional implementation services requested after the system goes live Ergo will be charged at the rates defined in Schedule 1 plus expenses and shall be invoiced deemed to have discharged its obligations to the Customer under the Agreement in respect of those Deliverables. 11.8 Ergo shall not be liable for the inadequacy or otherwise of the Acceptance Tests or the Final Acceptance Tests carried out by the Customer on the Deliverables. 11.9 Ergo shall, in accordance with the Timescales set out in the relevant Service Schedule, furnish to the Customer a monthly basisstatus report outlining progress by reference to the Service Schedule and the Milestones and any Change Requests or delays affecting the provision of the Deliverables. 11.10 The parties shall make their respective representatives available to meet each other at all times during the Engagement Duration of the relevant Service Schedule subject to reasonable notice of such meetings being provided by the requesting party. Such meetings shall occur regularly as agreed between the parties.