Common use of Acceptance Testing by Client Clause in Contracts

Acceptance Testing by Client. 20.1. The provisions of the clauses 20.2 up to and including 20.6 only apply if it has been agreed in a Statement of Work that ▇▇▇▇▇ ▇▇▇▇▇▇ will perform Professional Services consisting of software development, and only to the extent that Parties have agreed in such Statement of Work that Client shall perform acceptance testing of core functionalities. If acceptance testing has not been agreed, Client shall accept the Deliverable in the state that it is in when delivered (on an “as is” and “as available” basis), therefore including all visible and invisible errors and defects. 20.2. Prior to the delivery of each Deliverable, Client will be able to test such Deliverable in a testing environment. ▇▇▇▇▇ Blocks will provide Client access to this testing environment by sending a location (URL) and, if necessary, login details. Access to the testing environment is strictly tied to Client. Client is not allowed to gain third parties access to this testing environment by sending the location (URL) and/or the login details to any third party, unless expressly indicated to the contrary in the Agreement. Client is aware that the testing environment is not suitable for production purposes, in whatever form. Client is not allowed to use the testing environment for such purposes. ▇▇▇▇▇ Blocks gives no guarantees regarding the availability, completeness and correct operation of the testing environment. ▇▇▇▇▇ ▇▇▇▇▇▇, however, is aware that the availability of the testing environment is necessary for delivery of the Deliverables. Therefore, ▇▇▇▇▇ ▇▇▇▇▇▇ will endeavor to keep the testing environment available. 20.3. After the Deliverable has been tested, ▇▇▇▇▇ ▇▇▇▇▇▇ will deliver the Deliverable when, in ▇▇▇▇▇ ▇▇▇▇▇▇’ professional opinion, the Deliverable substantially satisfies the applicable functional or technical requirements. 20.4. Client must, within seven (7) days after delivery, evaluate the Deliverable and either approve or reject it. The Deliverable will be deemed accepted if: i) Client approves the Deliverable (in writing or digitally); ii) Client commences operational use of the Deliverable, including but not limited to transferring the Deliverable to a production environment; or iii) Client does not reject the Deliverable and/or has not requested a revision round within the aforesaid period. 20.5. If Client wholly or partly rejects the Deliverable, ▇▇▇▇▇ ▇▇▇▇▇▇ will use commercially reasonable endeavors to remove the reasons for rejection in a timely manner. ▇▇▇▇▇ ▇▇▇▇▇▇ can achieve this by either revising the Deliverable in a next Sprint, by refuting the reasons which form the basis of the rejection or by providing temporary solutions, such as program bypasses. Client may not refuse to accept a Deliverable because of the existence of minor errors (it being understood as errors that do not reasonably prevent the operational use of the Deliverable). Additionally, the Deliverable may not be rejected because of aspects that can only be assessed subjectively, including but not limited to aesthetic aspects of interfaces. 20.6. In case of a valid rejection in accordance with the previous paragraph, ▇▇▇▇▇ ▇▇▇▇▇▇ may revise the Deliverable in an upcoming sprint and resubmit the (rejected part of the) Deliverable for acceptance. In case of such resubmission Client shall test whether the initially given reason for rejection has been resolved. If the reason for rejection has been resolved, the Deliverable is deemed to be accepted. 20.7. Should any Deliverable fail to satisfy the applicable functional or technical requirements after the third resubmission of such Deliverable to Client, the Parties both agree to confer to engage in good faith discussions to resolve the matter. Not satisfying the acceptance testing does, however, not entitle Client to terminate or (partially) dissolve the Agreement. Client is only entitled to terminate after ▇▇▇▇▇ ▇▇▇▇▇▇ remains in default and solely following the expiry of a reasonable term for performing the Agreement as set out in a notice of default in writing.

Acceptance Testing by Client. 20.1. The provisions of the clauses 20.2 up to and including 20.6 only apply if it has been agreed in a Statement of Work that ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks will perform Professional Services consisting of software development, and only to the extent that Parties have agreed in such Statement of Work that Client shall perform acceptance testing of core functionalities. If acceptance testing has not been agreed, Client shall accept the Deliverable in the state that it is in when delivered (on an “as is” and “as available” basis), therefore including all visible and invisible errors and defects. 20.2. Prior to the delivery of each Deliverable, Client will be able to test such Deliverable in a testing environment. ▇▇▇▇▇ Blocks will provide Client access to this testing environment by sending a location (URL) and, if necessary, login details. Access to the testing environment is strictly tied to Client. Client is not allowed to gain third parties access to this testing environment by sending the location (URL) and/or the login details to any third party, unless expressly indicated to the contrary in the Agreement. Client is aware that the testing environment is not suitable for production purposes, in whatever form. Client is not allowed to use the testing environment for such purposes. ▇▇▇▇▇ Blocks gives no guarantees regarding the availability, completeness and correct operation of the testing environment. ▇▇▇▇▇ ▇▇▇▇▇▇Betty Blocks, however, is aware that the availability of the testing environment is necessary for delivery of the Deliverables. Therefore, ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks will endeavor to keep the testing environment available. 20.3. After the Deliverable has been tested, ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks will deliver the Deliverable when, in ▇▇▇▇▇ ▇▇▇▇▇▇Betty Blocks’ professional opinion, the Deliverable substantially satisfies the applicable functional or technical requirements. 20.4. Client must, within seven (7) days after delivery, evaluate the Deliverable and either approve or reject it. The Deliverable will be deemed accepted if: i) Client approves the Deliverable (in writing or digitally); ii) Client commences operational use of the Deliverable, including but not limited to transferring the Deliverable to a production environment; or iii) Client does not reject the Deliverable and/or has not requested a revision round within the aforesaid period. 20.5. If Client wholly or partly rejects the Deliverable, ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks will use commercially reasonable endeavors to remove the reasons for rejection in a timely manner. ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks can achieve this by either revising the Deliverable in a next Sprint, by refuting the reasons which form the basis of the rejection or by providing temporary solutions, such as program bypasses. Client may not refuse to accept a Deliverable because of the existence of minor errors (it being understood as errors that do not reasonably prevent the operational use of the Deliverable). Additionally, the Deliverable may not be rejected because of aspects that can only be assessed subjectively, including but not limited to aesthetic aspects of interfaces. 20.6. In case of a valid rejection in accordance with the previous paragraph, ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks may revise the Deliverable in an upcoming sprint and resubmit the (rejected part of the) Deliverable for acceptance. In case of such resubmission Client shall test whether the initially given reason for rejection has been resolved. If the reason for rejection has been resolved, the Deliverable is deemed to be accepted. 20.7. Should any Deliverable fail to satisfy the applicable functional or technical requirements after the third resubmission of such Deliverable to Client, the Parties both agree to confer to engage in good faith discussions to resolve the matter. Not satisfying the acceptance testing does, however, not entitle Client to terminate or (partially) dissolve the Agreement. Client is only entitled to terminate after ▇▇▇▇▇ ▇▇▇▇▇▇ Betty Blocks remains in default and solely following the expiry of a reasonable term for performing the Agreement as set out in a notice of default in writing.