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 7.1 Customer 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 Supplier, immediately after installation of the Licensed Software to the Specification. 4.2 m-Wise shall rectify any deficiencies in such Software, test scripts and/or cases and test data drawn which in the reasonable opinion of Customer 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 Specifications, together with the expected results to be achieved by processing such test scripts and data and such other tests as it thinks appropriate, to test using the Licensed Software. 4.3 m-Wise agrees 7.2 When Supplier can demonstrate that it shall the test cases or test data or the expected results are not submit suitable for testing the Licensed Software as aforesaid, in which event Customer shall make any reasonable amendments to iTouch unless: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. 4.3.1 m-Wise is satisfied, from previous testing 7.3 Customer shall accept the Licensed Software immediately after Supplier has demonstrated that the Licensed Software should pass has correctly processed the Acceptance Test;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. 4.3.2 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 passed all preliminary has been put by Customer for live operation, the Licensed Software shall be deemed to have been accepted and stage test 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 test specification; and 4.3.3 agreed Project Schedule mentioned in Schedule 1 shall be documented via a formal change request and charged at the Licensed Software meets the requirements of this Agreementrates defined in Schedule 1 plus expenses. The impact on cost and project duration shall be documented and agreed by both Parties. 4.4 iTouch 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 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 be invoiced 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 costCustomer on a monthly basis. 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 At the dates set out therefore in the Development Programme, the Customer shall submit to iTouch test scripts and data complying with commence the requirements of Schedule 4 (Acceptance and Testing) and being suitable to comprehensively test conformity preparation of the Licensed Software Acceptance Tests. The Supplier shall advise the Customer in relation to the Acceptance Tests. Selection of the Acceptance Tests shall be at the discretion of the Customer but is subject to the approval of the Supplier not to be unreasonably withheld. The Supplier shall only be entitled to reject the Acceptance Tests suggested by the Customer upon the basis that they require the Website to operate in a manner not provided for by the Specification. 4.2 m-Wise . The Supplier shall rectify any deficiencies be deemed to have accepted the Acceptance Tests if he neither approves nor rejects them within 7 business days of their disclosure by the Customer. The Development Programme shall be split into [two] phases, accordingly Acceptance Tests for each phase shall commence on the completion date of each phase as set out in such test scripts and/or test data drawn to its attention by iTouch 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 accordance with this clause 7 and written confirmation from the Service Level Agreement at Schedule 9Customer. iTouch may use such test scripts Following delivery and data and such other tests as it thinks appropriateinstallation of each phase of the Website, to test the Licensed Software. 4.3 m-Wise agrees that it Customer 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 or procure the carrying out of Installation them at the time fixed. If the Project Co-ordinator in his sole discretion considers that each phase of the Licensed Software orWebsite has materially failed to pass the Acceptance Tests, later if he shall promptly give written notice to the Supplier specifying why he considers that that phase of the Website has failed. On receipt of test scripts and data conforming this notice the Supplier shall, subject to clause 7.4, free of charge to the requirements Customer determine the causes for the failure and advise the Customer of Clause 4.1 is delayed. iTouch shall give m-Wise not less than 3 them, and make the changes to the Website (threeincluding corrections or enhancements to the software used) days notice of the date and time at which necessary to ensure that it will carry out pass the Acceptance Tests at and perform in accordance with the SiteSpecifications (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. 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, and m-Wise the Supplier shall be entitled to have one charge for the costs of investigation and of making the changes that are necessary and agreed at the Supplier Scale. The Supplier shall ensure that completion of each phase occurs on or more before the date set out in the Development Programme for completion to occur. The date of its representatives attend successful completion shall be the date upon which the Customer accepts that it has occurred, (“the Acceptance Tests 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 deferred as agreed between the parties or determined by an expert's decision. Notwithstanding any provisional acceptance or use of each phase of the Website by the Customer, final acceptance of each phase shall not occur until successful completion and shall be without prejudice to any of the Customer's rights set out in this agreement. 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 only upon successful completion. In consideration of performance of the Supplier's duties under this agreement, the Customer shall pay the Supplier the Price according to the Terms of Payment. The Price is inclusive of all labour and materials but excludes: VAT, and expenses as provided in clause 8.6. All payments made to the Supplier by the Customer shall be made within 20 business days after receipt of a VAT invoice from the Supplier. All payments shall be made in pounds sterling and by a cheque or bank transfer to the account of the Supplier at m-Wise's cost. 4.5 When Acceptance Test has been passed satisfactorily a bank to be nominated in accordance with Schedule 4 writing by the Supplier. The Supplier will satisfy himself as to the extent and nature of the activities to be carried out by him under the Project and obtain all necessary information as to the risk, contingencies and all other circumstances influencing the inclusiveness of the Price and the correctness and sufficiency of other rates and prices (Acceptance Test), a written notification will confirm this if any) used to calculate the Price. The Price shall not be subject to any deficiencies stated adjustment or increase whatsoever. Payment by the Customer of any sum under this agreement shall be without prejudice to any claims or rights the Customer may have against the Supplier and shall not constitute any admission by the Customer as to the performance by the Supplier of his obligations under this agreement. The Supplier Scale may be decreased or increased, but any increase in the written scale shall be reasonable, shall be in line with any increase for other customers of the Supplier and shall only take effect one month after notice of acceptance. 4.6 If the Licensed Software fails any Acceptance Tests then m-Wise shall forthwith free of charge implement such modifications increase has been given 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 Customer. The Supplier shall be entitled to recover from the refund Customer his reasonable incidental expenses for materials used during the Project and all rights for third party goods and services supplied to the Project, subject to the following provisions: the Supplier shall provide a monthly summary of third party expenses incurred by him in connection with the Project and such expenses will be invoiced on a monthly basis with reasonable supporting documentation; subject to clause 8.6.5, any third party expense that is reasonably expected to be more than £50.00 in relation to any particular matter shall require the prior written approval of the Customer before it is incurred; subject to clause 8.6.5, the third party expenses to be reasonably incurred by the Supplier in connection with the Project shall not exceed £50.00 in total; thereafter any third party expenses to be incurred by the Supplier shall require the prior written approval of the Customer; subject to clause 8.6.5, any expense to be incurred by the Supplier as set out in Clause 20.3 (Consequences a consequence of Termination) any amendment agreed by the parties to the terms of this Agreement the Project shall be agreed by the parties and for the avoidance of doubt shall give notice to m-Wise terminating this Agreement with immediate effect. 4.10 m-Wise be outside the scope of the provisions outlined immediately above; any travel and subsistence expenses shall make good and rectify any errors or defects in the Licensed Software be paid in accordance with Schedule 9 (Service Level Agreement) UK Sport’s travel and implement such modifications subsistence policy in force from time to time. The Customer grants to the Licensed Software Supplier a royalty-free, worldwide, non-exclusive licence to use the Customer Content for the purposes of the Project. The Supplier assigns all right, title and interest (including all intellectual property rights) in the Website Design, the Tool Kit and the Web Pages to the Customer with full title guarantee and shall procure to obtain such assignment from any of his sub-contractors to the Customer. In so far as the Supplier is required entitled to rectify do so, the deficiencies free Supplier assigns all right, title and interest (including all intellectual property rights) in the parts of charge within 90 the Content designed by the Supplier in the course of the Project to the Customer with full title guarantee. Where any of the rights (ninetyincluding all intellectual property rights) days following final payment in the Content, Website Design, the Tool Kit and the Web Pages are licensed from iTouch. During a third party 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: Supplier shall ensure that it is iTouch's responsibility licensed to the Customer and the license does not inhibit the Customer’s ability to use the Content, Website Design, the Tool Kit and the Web Pages including, where appropriate, the ability to copy to provide SMS connectivity and access to the site for the UK operators back-up facilities 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 acceptancemodify and develop such intellectual property.

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 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 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 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.