Common use of Acceptance Procedures Clause in Contracts

Acceptance Procedures. ‌ 17.1. This Clause supplements Clauses 21 (Inspection and Acceptance of Work) and 22 (Inspection and Acceptance of Documentation) of the NCIO General Contract Provisions. 17.2. Acceptance is the action by which the Purchaser formally acknowledges that the Contractor has fully demonstrated that Contract Deliverables are complete or have been performed according to the requirements set in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in the price of this Contract due to this requirement. 17.5. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.

Acceptance Procedures. ‌ 17.1The SERVICE PROVIDER shall, during the Acceptance Test Period, make available the Ordered Services to the CUSTOMER for the Acceptance Procedures to be performed. This Clause supplements Clauses 21 (Inspection The CUSTOMER will conduct Acceptance Tests on the Ordered Services to test whether they meet the requirement specified in the Order and meet the appropriate Service Levels. The CUSTOMER will perform the Acceptance Procedures in respect of Work) and 22 (Inspection and Acceptance of Documentation) each element of the NCIO General Contract Provisions. 17.2Ordered Services. The Acceptance is Procedures shall be recorded as successful and the action SERVICE PROVIDER notified accordingly where all the Acceptance Test Criteria are met. The Acceptance Procedures shall be recorded as unsuccessful and the SERVICE PROVIDER notified accordingly where any of the Acceptance Test Criteria are not met. In the event that the Acceptance Procedures in respect of each Ordered Services or any part thereof, have not been recorded as successful pursuant to paragraph 2.4 by the end of the relevant Acceptance Test Period, the CUSTOMER will extend the Acceptance Test Period by a period of ten (10) Working Days (or such other period as the parties may agree) during which the Purchaser formally acknowledges SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed. In the event that after the CUSTOMER has extended the Acceptance Test Period pursuant to paragraph 2.6 the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the CUSTOMER shall, without prejudice to its other rights and remedies, be entitled to: extend the Acceptance Test Period for a further period (or periods) specified by the CUSTOMER during which the SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or accept such part of the Ordered Services recorded as successful under the Acceptance Procedures and, in respect of such part of any of the Ordered Services that have not been successful, extend the Acceptance Procedures Period for a further period (or periods) specified by the CUSTOMER during which the SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or reject the Ordered Services, terminate this Contract and receive a full refund of all sums paid under this Contract in respect of Service provision after the commencement of the Acceptance Procedures. In the event that the Contractor has fully demonstrated that Contract Deliverables are complete or have been performed according to CUSTOMER exercises its rights in accordance with Paragraph 2.7.2 the requirements set in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor SERVICE PROVIDER shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees agree Charges with the successful delivery, will provide acceptance CUSTOMER for the provision of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished accepted Ordered Services in accordance with the provisions of Schedule 02-07. If the CUSTOMER fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of Supplies and Services. Under such circumstancesthe CUSTOMER, the Contractor Acceptance Tests shall be required deemed to resubmit the required Deliverablehave been completed successfully. [*** The Contractor shall not claim an adjustment Acceptance Test Criteria pertaining to each Ordered Service, as specified in the price of this Contract due to this requirement. 17.5Catalogue, should be inserted here. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re***] schedule 2-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.6 CONTRACT AND SERVICE MANAGEMENT

Acceptance Procedures. ‌ 17.1Delivery of each Cell Cassette unit shall be deemed --------------------- accepted by AASTROM unless MSP is notified in writing of AASTROM's rejection of such delivery within forty-five (45) days after the delivery date (the "Acceptance Period") due to non-conformance with the Specifications. This Clause supplements Clauses 21 (Inspection In such case, AASTROM shall provide MSP with a written notice of rejection setting forth in detail the reason for rejection and Acceptance of Work) and 22 (Inspection and Acceptance of Documentation) of return the NCIO General Contract Provisions. 17.2. Acceptance is the action by which the Purchaser formally acknowledges that the Contractor has fully demonstrated that Contract Deliverables are complete rejected Shipment Lot, or have been performed according portion thereof, to the requirements set in the Contract. 17.3MSP at MSP's expense for repair or replacement. Upon completion receipt of services AASTROM's notice of rejection and provided that all deliverables allocated return of such Shipment Lot of part thereof, MSP shall (i) within ten (10) business days thereafter, provide AASTROM with a root-cause analysis and suggested corrective/preventative actions; and (ii) diligently replace the nonconforming Shipment Lot or part thereof by delivery of nondefective conforming units within a reasonable time (not to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion exceed thirty (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance of the Milestone Certificate of Completion in writing within seven (730) calendar days after receiptnotification) and endeavor to resolve the issues related to the rejection. MSP shall credit against the purchase price of Cell Cassettes, thereby enabling AASTROM's out of pocket costs of testing, including, without limitation, destructive testing of failed Shipment Lots. AASTROM shall invoice MSP for such costs, which shall be subject to reasonable audit by MSP or its representative. MSP reserves the Contractor right, at MSP's expense, to submit have one or more representatives present at any inspection conducted by AASTROM and to verify the invoice for the respective payment Milestone. 17.4results of any such inspection and rejection of Shipment Lots. The Purchaser has MSP shall have the right to withhold acceptance of use conforming units or parts therefrom as replacement units provided that such units or parts therefrom are in conformance with Specifications. In the event MSP cannot resolve all nonconformities and deliver conforming replacement Cell Cassettes as required herein MSP shall issue to AASTROM a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in credit for the price of each unit rejected and AASTROM may pursue its remedies pursuant to this Contract Agreement, including but not limited to Section 17, below. AASTROM shall pay for repair or replacement for defective Cell Cassettes (or shall not receive a credit therefor) only to the extent that rejection is due to this requirement. 17.5a defective component supplied directly by AASTROM. Where a delivered or performed Contract Line Item Number (CLIN) In the event that MSP's delivery of Cell Cassettes fails to meet all Contract requirements but such a failure is not material or fundamentalconform to the quantity specified in AASTROM's purchase order, the Purchaser AASTROM may, but shall not be obligated to, accept such partial shipment and MSP shall deliver any shortfall in delivery quantity within five (5) calendar days. Notwithstanding the foregoing, AASTROM agrees to accept partial shipments from MSP provided that the quantity delivered is at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and least ninety percent (90%) of the total price quantity specified in AASTROM's purchase order, but only if AASTROM may readily use such partial shipment for its intended purposes, and AASTROM also agrees to use commercially reasonable efforts to accept partial shipments of quantities of less than ninety percent (90%) of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will quantity specified in AASTROM's purchase order, but only if AASTROM may readily use such partial shipment for its intended purpose(s). Any acceptance of partial shipments by AASTROM shall not be made until all deficiencies have been cleared at which point in time deemed to waive AASTROM's remedies under Section 17(d) and AASTROM shall be entitled to a payment credit reflecting the Acceptance shall become final. 17.6extent of such unit shortfall under a partial shipment. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during In the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from MSP fails to deliver any of his responsibilities under shortfall in quantity within such five (5) day period, AASTROM may pursue its remedies pursuant to this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the PurchaserAgreement.

Acceptance Procedures. ‌ 17.1The CONTRACTOR shall, during the Acceptance Test Period, make available the Ordered IT Products to the CUSTOMER (including any products supplied by the CONTRACTOR necessary to enable the provision of those Ordered IT Products) for the Acceptance Procedures to be performed. This Clause supplements Clauses 21 The CUSTOMER will conduct Acceptance Tests on the Ordered IT Products to test whether they meet the requirement specified in the Order and meet the appropriate Service Levels. The CUSTOMER will perform the Acceptance Procedures in respect of each Ordered IT Product (Inspection including any applicable delivery milestones stated within the Implementation Plan of this Contract). The Acceptance Procedures shall be recorded as successful and the CONTRACTOR notified accordingly where all the Acceptance of Work) Test Criteria are met. The Acceptance Procedures shall be recorded as unsuccessful and 22 (Inspection and Acceptance of Documentation) the CONTRACTOR notified accordingly where any of the NCIO General Contract Provisions. 17.2Acceptance Test Criteria are not met. In the event that the Acceptance is Procedures in respect of each Ordered IT Product or any part thereof, have not been recorded as successful pursuant to paragraph 42.6 of this Schedule by the action end of the relevant Acceptance Test Period, the CUSTOMER will extend the Acceptance Test Period by a period of ten (10) Working Days (or such other period as the parties may agree) during which the Purchaser formally acknowledges CONTRACTOR shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed. In the event that after the CUSTOMER has extended the Acceptance Test Period pursuant to paragraph 42.8 of this Schedule the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the CUSTOMER shall, without prejudice to its other rights and remedies, be entitled to: extend the Acceptance Test Period for a further period (or periods) specified by the CUSTOMER during which the CONTRACTOR shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or reject the Ordered IT Product, terminate this Contract and receive a full refund of all sums paid under this Contract. If the CUSTOMER fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of the CUSTOMER, the Acceptance Tests shall be deemed to have been completed successfully. The Acceptance Procedures set out in paragraph 2 of this Schedule shall apply to each of the phases of testing set out in paragraph 3 of this Schedule (unless stated otherwise in paragraph 3). The right to reject and terminate in paragraph 2.7.2 of this Schedule shall apply to each Ordered IT Product so that the Contractor has fully demonstrated that Contract Deliverables are complete or have been performed according CUSTOMER can reject and terminate parts of the Ordered IT Product rather than the entire Ordered IT Products if it so wishes. If the CUSTOMER only terminates the rejected part of the Ordered IT Product the refund referred to in paragraph 2.7.2 of this Schedule shall be in respect of Ordered IT Products so rejected. The CONTRACTOR shall provide such assistance as the CUSTOMER requires in relation to the requirements conducting of the Acceptance Tests. During the implementation/rollout phase (as further described in paragraph 3 of this Schedule), the CUSTOMER reserves the right to re-test any service element which failed the Acceptance Tests conducted in the previous testing phase (as further described in paragraph 3 of this Schedule) even if such service element subsequently passed the Acceptance Test and was signed off by the CUSTOMER. In the event of such re-test, the CUSTOMER shall have all rights and remedies set out in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in the price of this Contract due to this requirement. 17.5. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.

Acceptance Procedures. ‌43.1 The CONTRACTOR shall, during the Acceptance Test Period, make available the Ordered IT Products to the CUSTOMER (including any products supplied by the CONTRACTOR necessary to enable the provision of those Ordered IT Products) for the Acceptance Procedures to be performed. 17.1. This Clause supplements Clauses 21 43.2 The CUSTOMER will conduct Acceptance Tests on the Ordered IT Products to test whether they meet the requirement specified in the Order and meet the appropriate Service Levels. 43.3 The CUSTOMER will perform the Acceptance Procedures in respect of each Ordered IT Product (Inspection including any applicable delivery milestones stated within the Implementation Plan of this Contract). 43.4 The Acceptance Procedures shall be recorded as successful and the CONTRACTOR notified accordingly where all the Acceptance of Work) Test Criteria are met. 43.5 The Acceptance Procedures shall be recorded as unsuccessful and 22 (Inspection and Acceptance of Documentation) the CONTRACTOR notified accordingly where any of the NCIO General Contract ProvisionsAcceptance Test Criteria are not met. 17.2. 43.6 In the event that the Acceptance is Procedures in respect of each Ordered IT Product or any part thereof, have not been recorded as successful pursuant to paragraph 2.4 of this Schedule by the action end of the relevant Acceptance Test Period, the CUSTOMER will extend the Acceptance Test Period by a period of ten (10) Working Days (or such other period as the parties may agree) during which the Purchaser formally acknowledges CONTRACTOR shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed. 43.7 In the event that after the CUSTOMER has extended the Acceptance Test Period pursuant to paragraph 2.6 of this Schedule the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the CUSTOMER shall, without prejudice to its other rights and remedies, be entitled to: 43.7.1 extend the Acceptance Test Period for a further period (or periods) specified by the CUSTOMER during which the CONTRACTOR shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or 43.7.2 reject the Ordered IT Product, terminate this Contract and receive a full refund of all sums paid under this Contract. 43.8 If the CUSTOMER fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of the CUSTOMER, the Acceptance Tests shall be deemed to have been completed successfully. 43.9 The Acceptance Procedures set out in paragraph 2 of this Schedule shall apply to each of the phases of testing set out in paragraph 3 of this Schedule (unless stated otherwise in paragraph 3). 43.10 The right to reject and terminate in paragraph 2.7.2 of this Schedule shall apply to each Ordered IT Product so that the Contractor has fully demonstrated that Contract Deliverables are complete or have been performed according CUSTOMER can reject and terminate parts of the Ordered IT Product rather than the entire Ordered IT Products if it so wishes. If the CUSTOMER only terminates the rejected part of the Ordered IT Product the refund referred to in paragraph 2.7.2 of this Schedule shall be in respect of Ordered IT Products so rejected. 43.11 The CONTRACTOR shall provide such assistance as the CUSTOMER requires in relation to the requirements conducting of the Acceptance Tests. 43.12 During the implementation/rollout phase (as further described in paragraph 3 of this Schedule), the CUSTOMER reserves the right to re-test any service element which failed the Acceptance Tests conducted in the previous testing phase (as further described in paragraph 3 of this Schedule) even if such service element subsequently passed the Acceptance Test and was signed off by the CUSTOMER. In the event of such re-test, the CUSTOMER shall have all rights and remedies set out in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in the price of this Contract due to this requirement. 17.5. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.

Acceptance Procedures. ‌ 17.1The SERVICE PROVIDER shall, during the Acceptance Test Period, make available the Ordered Goods to the CUSTOMER for the Acceptance Procedures to be performed. This Clause supplements Clauses 21 (Inspection The CUSTOMER will conduct Acceptance Tests on the Ordered Goods to test whether they meet the requirement specified in the Order and meet the appropriate Service Levels. The CUSTOMER may perform the Acceptance of Work) and 22 (Inspection and Acceptance of Documentation) Procedures in respect of the NCIO General Contract Provisions. 17.2Ordered Goods. The Acceptance is Procedures shall be recorded as successful and the action SERVICE PROVIDER notified accordingly where all the Acceptance Test Criteria are met. The Acceptance Procedures shall be recorded as unsuccessful and the SERVICE PROVIDER notified accordingly where any of the Acceptance Test Criteria are not met. In the event that the Acceptance Procedures in respect of Ordered Goods or any part thereof, have not been recorded as successful pursuant to paragraph 39.4 by the end of the relevant Acceptance Test Period, the CUSTOMER will extend the Acceptance Test Period by a period of ten (10) Working Days (or such other period as the parties may agree) during which the Purchaser formally acknowledges SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed. In the event that after the Contractor CUSTOMER has fully demonstrated extended the Acceptance Test Period pursuant to paragraph 39.6 the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the CUSTOMER shall, without prejudice to its other rights and remedies, be entitled to: extend the Acceptance Test Period for a further period (or periods) specified by the CUSTOMER during which the SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or reject the Ordered Goods and terminate this Contract Deliverables are complete and receive a full refund of all sums paid under this Contract in respect of the supply of the Ordered Goods. If the CUSTOMER fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of the CUSTOMER, the Acceptance Tests shall be deemed to have been performed according to the requirements set completed successfully. As provided for in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance Clause 4.10 of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling Network Specification and the Contractor response to submit the invoice for the respective payment Milestone. 17.4invitation to Further Competition. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in the price of this Contract due to this requirement. 17.5. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary reschedule 2-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.6

Acceptance Procedures. ‌ 17.1. This Clause supplements Clauses 21 (Inspection and 4.1 Ordnance Survey shall undertake Acceptance of Work) and 22 (Inspection and Acceptance of Documentation) Tests in respect of the NCIO General Contract Provisions. 17.2. Acceptance is the action by which the Purchaser formally acknowledges that the Contractor has fully demonstrated that Contract Deliverables are complete or have been performed according to the requirements set in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished digital imagery in accordance with the Imagery Acceptance Procedure. 4.2 Subject to the provisions relating to crew availability contained in Condition 3.2 of Schedule 3 and delays and cancellations contained in Condition 3.1 of Supplies Schedule 3,in the event that Ordnance Survey finds any Defect in the Services or in any constituent part thereof Ordnance Survey shall notify the Supplier with full written details of the Defect who shall promptly remedy such Defects at its cost and Servicesshall notify Ordnance Survey that the Services or such constituent part thereof is ready for repeat Acceptance Tests. Under Ordnance Survey shall repeat the Acceptance Tests and shall issue to the Supplier a certificate of Acceptance signed by Ordnance Survey’s Authorised Representative once the Services or that constituent part has passed the Acceptance Test. 4.3 In the event that the Services or any constituent part thereof fails to pass the repeat Acceptance Tests within four calendar weeks of the commencement of such circumstances, Acceptance Tests; Ordnance Survey shall (without prejudice to any other rights or remedies it may have) be entitled forthwith on giving notice in writing to the Contractor shall be required Supplier at its option: 4.3.1 to resubmit accept the required Deliverable. The Contractor shall not claim an adjustment Services (or the relevant constituent part thereof) subject to a reasonable reduction in the price payable to the Supplier in respect thereof, provided that, in the absence of written agreement as to the amount of such reduction within the period of fourteen (14) days after the date of such notice, Ordnance Survey shall be entitled to reject the Services (or that part thereof) in accordance with Clause 4.3.2 below; 4.3.2 To reject the Services (or the relevant constituent part thereof) as not being in conformity with this Contract due Agreement, in which event; a) the Supplier shall forthwith refund to Ordnance Survey all sums previously paid to the Supplier under or in connection with this requirementAgreement in respect of the respective Services or the relevant constituent part so rejected; and b) Ordnance Survey shall be entitled (without prejudice to any other rights or remedies it may have) to terminate this Agreement forthwith by giving to the Supplier not less than thirty days written notice to that effect. 17.5. Where 4.4 In no event shall Ordnance Survey be deemed to have accepted the Services or any constituent part thereof unless and until it has issued a delivered certificate of Acceptance to the Supplier in accordance with Clause 4.2. 4.5 The Supplier acknowledges that Acceptance of any part of the Services is distinct from Acceptance of the Services as a whole and that, if any part of the Services or performed Contract Line Item Number (CLIN) the Services as a whole fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare pass any stage of the Acceptance provisionalTests, Ordnance Survey shall be freely entitled in accordance with Clause 4.3.2 to reject the Services as a whole or any constituent part thereof (even if Ordnance Survey has previously Accepted any such constituent part) and not just the part of the Services which has failed to pass the Acceptance Tests. In this caseevent, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount Ordnance Survey shall be between fifty percent entitled (50%without prejudice to any other rights or remedies it may have) and ninety percent (90%) of to terminate this Agreement by giving to the total price of the CLIN Supplier not less than thirty days’ written notice to that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become finaleffect. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.

Acceptance Procedures. ‌2.1 The CONTRACTOR shall, during the Acceptance Test Period, make available the Ordered IT Products to the CUSTOMER (including any products supplied by the CONTRACTOR necessary to enable the provision of those Ordered IT Products) for the Acceptance Procedures to be performed. 17.1. This Clause supplements Clauses 21 2.2 The CUSTOMER will conduct Acceptance Tests on the Ordered IT Products to test whether they meet the requirement specified in the Order and meet the appropriate Service Levels. 2.3 The CUSTOMER will perform the Acceptance Procedures in respect of each Ordered IT Product (Inspection including any applicable delivery milestones stated within the Implementation Plan of this Contract). 2.4 The Acceptance Procedures shall be recorded as successful and the CONTRACTOR notified accordingly where all the Acceptance of Work) Test Criteria are met. 2.5 The Acceptance Procedures shall be recorded as unsuccessful and 22 (Inspection and Acceptance of Documentation) the CONTRACTOR notified accordingly where any of the NCIO General Contract ProvisionsAcceptance Test Criteria are not met. 17.2. 2.6 In the event that the Acceptance is Procedures in respect of each Ordered IT Product or any part thereof, have not been recorded as successful pursuant to paragraph 2.4 of this Schedule by the action end of the relevant Acceptance Test Period, the CUSTOMER will extend the Acceptance Test Period by a period of ten (10) Working Days (or such other period as the parties may agree) during which the Purchaser formally acknowledges CONTRACTOR shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed. 2.7 In the event that after the CUSTOMER has extended the Acceptance Test Period pursuant to paragraph 2.6 of this Schedule the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the CUSTOMER shall, without prejudice to its other rights and remedies, be entitled to: 2.7.1 extend the Acceptance Test Period for a further period (or periods) specified by the CUSTOMER during which the CONTRACTOR shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or 2.7.2 reject the Ordered IT Product, terminate this Contract and receive a full refund of all sums paid under this Contract. 2.8 If the CUSTOMER fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of the CUSTOMER, the Acceptance Tests shall be deemed to have been completed successfully. 2.9 The Acceptance Procedures set out in paragraph 2 of this Schedule shall apply to each of the phases of testing set out in paragraph 3 of this Schedule (unless stated otherwise in paragraph 3). 2.10 The right to reject and terminate in paragraph 2.7.2 of this Schedule shall apply to each Ordered IT Product so that the Contractor has fully demonstrated that Contract Deliverables are complete or have been performed according CUSTOMER can reject and terminate parts of the Ordered IT Product rather than the entire Ordered IT Products if it so wishes. If the CUSTOMER only terminates the rejected part of the Ordered IT Product the refund referred to in paragraph 2.7.2 of this Schedule shall be in respect of Ordered IT Products so rejected. 2.11 The CONTRACTOR shall provide such assistance as the CUSTOMER requires in relation to the requirements conducting of the Acceptance Tests. 2.12 During the implementation/rollout phase (as further described in paragraph 3 of this Schedule), the CUSTOMER reserves the right to re-test any service element which failed the Acceptance Tests conducted in the previous testing phase (as further described in paragraph 3 of this Schedule) even if such service element subsequently passed the Acceptance Test and was signed off by the CUSTOMER. In the event of such re-test, the CUSTOMER shall have all rights and remedies set out in the Contract. 17.3. Upon completion of services and provided that all deliverables allocated to a payment Milestone, the Contractor shall provide a Milestone Certificate of Completion (Annex G) to the Purchaser for verification and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in the price of this Contract due to this requirement. 17.5. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.

Acceptance Procedures. ‌ 17.1The SERVICE PROVIDER shall, during the Acceptance Test Period, make available the Goods and Services to the CUSTOMER (including any products supplied by the SERVICE PROVIDER necessary to enable the provision of those Goods and Services) for the Acceptance Procedures to be performed. This Clause supplements Clauses 21 (Inspection The CUSTOMER will conduct Acceptance Tests on the Goods and Services to test whether they meet the requirement specified in the Order and meet the appropriate Service Levels. The CUSTOMER will perform the Acceptance Procedures in respect of Work) and 22 (Inspection and Acceptance of Documentation) each of the NCIO General Contract Provisions. 17.2Goods and Services(including any applicable delivery milestones stated within the Implementation Plan of this Contract). The Acceptance is Procedures shall be recorded as successful and the action SERVICE PROVIDER notified accordingly where all the Acceptance Test Criteria are met. The Acceptance Procedures shall be recorded as unsuccessful and the SERVICE PROVIDER notified accordingly where any of the Acceptance Test Criteria are not met. In the event that the Acceptance Procedures in respect of each of the Goods and Services or any part thereof, have not been recorded as successful pursuant to paragraph 2.4. of this Schedule by the end of the relevant Acceptance Test Period, the CUSTOMER will extend the Acceptance Test Period by a period of ten (10) Working Days (or such other period as the parties may agree) during which the Purchaser formally acknowledges SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed. In the event that after the CUSTOMER has extended the Acceptance Test Period pursuant to paragraph 2.6. of this Schedule the relevant Acceptance Procedures have not been recorded as successful by the end of that period, the CUSTOMER shall, without prejudice to its other rights and remedies, be entitled to: extend the Acceptance Test Period for a further period (or periods) specified by the CUSTOMER during which the SERVICE PROVIDER shall correct the faults which caused the Acceptance Procedures to be recorded as unsuccessful and the Acceptance Procedures shall be re-performed; or reject the Goods and Services, terminate this Contract and receive a full refund of all sums paid under this Contract. If the CUSTOMER fails to carry out the relevant Acceptance Tests within the Acceptance Test Period and such failure is wholly and solely due to the actions or inactivity of the CUSTOMER, the Acceptance Tests shall be deemed to have been completed successfully. The Acceptance Procedures set out in paragraph 2 of this Schedule shall apply to each of the phases of testing set out in paragraph 3 of this Schedule (unless stated otherwise in paragraph 3). The right to reject and terminate in paragraph 2.7.2 of this Schedule shall apply to each of the Goods and Services so that the Contractor has fully demonstrated CUSTOMER can reject and terminate parts of the Goods and Services rather than them in their entirety if it so wishes. If the CUSTOMER only terminates the rejected part of the Goods and Services the refund referred to in paragraph 2.7.2 of this Schedule shall be in respect of that Contract Deliverables are complete or have been performed according part of the Goods and Services so rejected. The SERVICE PROVIDER shall provide such assistance as the CUSTOMER requires in relation to the requirements conducting of the Acceptance Tests. During the implementation/rollout phase (as further described in paragraph 3 of this Schedule), the CUSTOMER reserves the right to re-test any service element which failed the Acceptance Tests conducted in the previous testing phase (as further described in paragraph 3 of this Schedule) even if such service element subsequently passed the Acceptance Test and was signed off by the CUSTOMER. In the event of such re-test, the CUSTOMER shall have all rights and remedies set out in the Contract. 17.3. Upon completion ACCEPTANCE TEST CRITERIA [*** The Acceptance Test Criteria pertaining to each of services the Goods and provided that all deliverables allocated Services, as specified and agreed in the Order, should be inserted here. ***] [*** insert element to be tested ***] [*** insert conditions which must be satisfied ***] [*** insert criteria which this element will be tested against ***] [ ] For Scots Law, make the following changes:Delete Clause 9.1and insert: Subject to the provisions of Clause 9.2, this Contract shall be considered as a payment Milestonecontract made in Scotland, the Contractor shall provide a Milestone Certificate CUSTOMER and the SERVICE PROVIDER accept the exclusive jurisdiction of Completion (Annex G) the Scottish Courts and agree that this Contract is to be governed by and construed according to Scots Law. For Northern Ireland Law, make the following changes: Delete Clause 9.1and insert: Subject to the Purchaser for verification provisions of Clause 9.2, this Contract shall be considered as a contract made in Northern Ireland, the CUSTOMER and signature. The Purchaser, if agrees with the successful delivery, will provide acceptance SERVICE PROVIDER accept the exclusive jurisdiction of the Milestone Certificate of Completion in writing within seven (7) calendar days after receipt, thereby enabling the Contractor to submit the invoice for the respective payment Milestone. 17.4. The Purchaser has the right to withhold acceptance of a payment Milestone in case of Deliverables not furnished in accordance with the Schedule of Supplies Northern Ireland Courts and Services. Under such circumstances, the Contractor shall be required to resubmit the required Deliverable. The Contractor shall not claim an adjustment in the price of agree that this Contract due is to this requirementbe governed by and construed according to Northern Ireland Law. 17.5. Where a delivered or performed Contract Line Item Number (CLIN) fails to meet all Contract requirements but such a failure is not material or fundamental, the Purchaser may, at its sole discretion, declare the Acceptance provisional. In this case, the Purchaser will make an assessment of the nature of the deficiencies and if minimum 50% of the delivery is deemed successful, than may pay the Contractor an amount commensurate with the importance of the stated deficiencies. This amount shall be between fifty percent (50%) and ninety percent (90%) of the total price of the CLIN that covers the deficient services or deliverables and will be deducted from the payment during the next due payment Milestone Full payment will not be made until all deficiencies have been cleared at which point in time the Acceptance shall become final. 17.6. Acceptance by the Purchaser will indicate that the Contractor’s documents, plans, design or other aspects of the Contractor’s work demonstrated during the event appear sound and can be used for further work. Such Acceptance shall not discharge the Contractor from any of his responsibilities under this Contract, including future necessary re-work, re-design, modification or adjustment of Contractor work based upon a Contractor design or plan from an earlier date regardless of its approval by the Purchaser.