User Acceptance Testing Procedure

USER ACCEPTANCE TESTING PROCEDURE

Version 12, 13 June 2023

1. Introduction

   1.1     This UAT Procedure forms a part of the Intersoft Services Agreement (the "Agreement") entered into by the parties.

   1.2     This UAT Procedure applies in relation to a Customisation only if the Services Order Form or relevant Statement of Work specifies that it shall apply in relation to that Customisation.

2. Additional definitions

   2.1     In this UAT Procedure, the following definitions apply, in addition to or in substitution for those definitions set out in the main body of the Agreement:

   "Acceptance Criteria" means:

   (a)      the Customisation conforming in all material respects with the Services Order Form; and

   (b)      the Customisation being free from Defects;

   "Acceptance Period" means a period of 10 Business Days following the supply of the Customisation to the Customer or the resupply of the Customisation to the Customer in accordance with Clause 3, or such other period as the parties may agree in writing;

   "Acceptance Tests" means a set of tests designed to establish whether the Customisation meets the Acceptance Criteria, providing that the exact form of the tests shall be determined and documented by Intersoft acting reasonably, and communicated to the Customer in advance of the commencement of the first Acceptance Period;

   "Defect" means a defect, error or bug in the Customisation having a material adverse effect on the functionality, security or performance of the Customisation, but excluding any defect, error or bug caused by or arising as a result of:

   (a)      a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or

   (b)      an incompatibility between the Customisation and any other system, network, application, program, hardware or software not specified as compatible in the Specification;

   "Remedy Period" means a period of 20 Business Days following the Customer giving to Intersoft a notice that the Customisation has failed the Acceptance Tests, or such other period as the parties may agree in writing; and

   "Specification" means the specification for the Customisation set out in the Services Order Form or the relevant Statement of Work.

3. Acceptance procedure

    

   3.1     During each Acceptance Period, the Customer shall carry out the Acceptance Tests.

   3.2     Intersoft hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable licence to use the Customisation during each Acceptance Period solely for the purpose of conducting the Acceptance Tests.

   3.3     Intersoft shall provide to the Customer at the Customer's cost and expense all such assistance and co-operation in relation to the carrying out of the Acceptance Tests as the Customer may reasonably request.

   3.4     Before the end of each Acceptance Period, the Customer shall give to Intersoft a written notice specifying whether the Acceptance Tests have been passed or failed.

   3.5     If the Customer fails to give to Intersoft a written notice in accordance with Clause 3.4 or uses the Customisation for any purpose other than the conduct of the Acceptance Tests, then the Customisation shall be deemed to have passed the Acceptance Tests.

   3.6     If the Customer notifies Intersoft that the Acceptance Tests have been failed, then the Customer must provide to Intersoft, at the same time as the giving of the notice, written details of the results of the Acceptance Tests including full details of the identified failure.

   3.7     If the Customer notifies Intersoft that the Customisation has failed the Acceptance Tests:

   (a)      if Intersoft agrees with the Customer that the Customisation does not comply with the Acceptance Criteria, then Intersoft must correct the issue and re-supply the Customisation to the Customer before the end of the Remedy Period; or

   (b)      otherwise, then the parties must meet as soon as practicable and in any case before the expiry of the Remedy Period and use their best endeavours to agree whether the Customisation does not comply with the Acceptance Criteria and, if appropriate, a plan of action reasonably satisfactory to both parties, and they must record any agreement reached in writing.

   3.8     Notwithstanding the other provisions of this Clause 3, but subject to any written agreement of the parties to the contrary, the maximum number of rounds of Acceptance Tests under this Clause 3 shall be 4, and if the Acceptance Criteria have not been met by the end of the final round of Acceptance Tests, Intersoft shall be deemed to be in material breach of the Agreement.

   3.9     If the Customer notifies Intersoft that the Customisation has passed the Acceptance Tests or the Customisation is deemed to have passed the Acceptance Tests under this Clause 3, then the Customer will have no right to make any claim under or otherwise rely upon any warranty (or other undertaking) given by Intersoft to the Customer in the Agreement in relation to the conformance of the Customisation to the Specification or the absence of Defects from the Customisation, unless the Customer could not reasonably have been expected to have identified the breach of that warranty (or undertaking) during the testing process.