Common use of USER ACCEPTANCE TESTS Clause in Contracts

USER ACCEPTANCE TESTS. 4.1 The parties shall agree proposed acceptance criteria and test data for acceptance tests for the Client Solution (“Acceptance Tests”). These criteria and data shall be such as are reasonably required to show that Client Solution complies with the SoW. 4.2 FLOvate shall notify the Client when it has completed the configuration, testing and implementation of LEAP and the Client Solution is ready for Acceptance Tests. The Client shall commence Acceptance Tests as soon as reasonably possible after such notification and shall permit FLOvate to observe all or any part of the testing. It is the Client’s responsibility rigorously to test the Client Solution to ensure that all use scenarios are tested, and any defects identified. 4.3 If the Client Solution fails in some material respect to pass the Acceptance Tests, the Client shall provide a written notice to this effect, giving details of such failure. FLOvate shall remedy the defects and/or deficiencies and the relevant test(s) shall be repeated within a reasonable time. 4.4 If the Client Solution fails in some material respect to pass any repeated Acceptance Tests, then the Client may, by written notice to FLOvate, choose at its sole discretion: 4.4.1 to fix a new date for carrying out further tests on the Client Solution. If the Client Solution fails in some material respect such further tests then the Client may request a repeat test under this clause; 4.4.2 to permit installation or implementation of the Client Solution subject to such change of acceptance criteria, amendment of the SoW and/or reduction in the applicable Licence Fees as, after taking into account all the relevant circumstances, is reasonable and as may be agreed with FLOvate; or 4.4.3 if FLOvate is unable to correct material defects within a period of three months from the commencement of Acceptance Tests, to reject the Client Solution as not being in conformity with the Agreement in which event the Client may terminate the Agreement and FLOvate shall refund to the Client any Service Fees paid by the Client in respect of the development of the Client Solution. 4.5 Acceptance of the Client Solution shall be deemed to have occurred on whichever is the earliest of: 4.5.1 the signing by the Client of an acceptance certificate; 4.5.2 the expiry of one month after FLOvate’s notification to the Client under clause 4.2 that it has completed the configuration, testing and implementation of LEAP and the Client Solution is ready for Acceptance Tests or (as the case may be) repeat Acceptance Tests, unless the Client has given any written notice under clause 4.3 or 4.4; 4.5.3 the use of the Client Solution by the Client in the normal course of its business.

USER ACCEPTANCE TESTS. 4.1 The parties shall agree proposed acceptance criteria and test data for acceptance tests for the Client Solution (“Acceptance Tests”). These criteria and data shall be such as are reasonably required to show that Client Solution complies with the SoW. 4.2 FLOvate MICology shall notify the Client when it has completed the configuration, testing and implementation of LEAP MiConnect and the Client Solution is ready for Acceptance Tests. The Client shall commence Acceptance Tests as soon as reasonably possible after such notification and shall permit FLOvate MICology to observe all or any part of the testing. It is the Client’s responsibility rigorously to test the Client Solution to ensure that all use scenarios are tested, and any defects identified. 4.3 If the Client Solution fails in some material respect to pass the Acceptance Tests, the Client shall provide a written notice to this effect, giving details of such Terms and Conditions | 6 January 2023 | Page 3 of 24 failure. FLOvate MICology shall remedy the defects and/or deficiencies and the relevant test(s) shall be repeated within a reasonable time. 4.4 If the Client Solution fails in some material respect to pass any repeated Acceptance Tests, then the Client may, by written notice to FLOvateMICology, choose at its sole discretion: 4.4.1 to fix a new date for carrying out further tests on the Client Solution. If the Client Solution fails in some material respect such further tests then the Client may request a repeat test under this clause; 4.4.2 to permit installation or implementation of the Client Solution subject to such change of acceptance criteria, amendment of the SoW and/or reduction in the applicable Licence Fees as, after taking into account all the relevant circumstances, is reasonable and as may be agreed with FLOvateMICology; or 4.4.3 if FLOvate MICology is unable to correct material defects within a period of three months from the commencement of Acceptance Tests, to reject the Client Solution as not being in conformity with the Agreement in which event the Client may terminate the Agreement and FLOvate MICology shall refund to the Client any Service Fees paid by the Client in respect of the development of the Client Solution. 4.5 Acceptance of the Client Solution shall be deemed to have occurred on whichever is the earliest of: : 4.5.1 the signing by the Client of an acceptance certificate; 4.5.2 the expiry of one month after FLOvate’s notification to the Client under clause 4.2 that it has completed the configuration, testing and implementation of LEAP and the Client Solution is ready for Acceptance Tests or (as the case may be) repeat Acceptance Tests, unless the Client has given any written notice under clause 4.3 or 4.4; 4.5.3 the use of the Client Solution by the Client in the normal course of its business.