Schedule 1 – Review Process, and Technical Acceptance Process

  1. Review Process
    1. Unless a given Deliverable is subject to the Technical Acceptance Process pursuant to clause 3.2 of the Agreement, all Deliverables will be subject to the Review Process as set out in this clause 1 of this Schedule 1. The review shall be carried out by the Client within the period of 10 Working Days starting with the first Working Day after delivery of the Deliverable to the Client. If, by the end of that period of 10 Working Days:
      1. the Client does not inform Binary Foundries of any Material Defects in the Deliverable, then the Client will be treated as having accepted the Deliverable;
      2. the Client informs Binary Foundries of any Material Defects in the Deliverable (specifying the defects concerned), then Binary Foundries shall have a reasonable period of time to correct the Material Defects at no additional cost to the Client and re-supply the Deliverable to the Client (after which the process in this clause 1.1 will be repeated).
    2. If clause 1.11.1(b) of this Schedule 1 applies and, including the original supply and review, the Deliverable has been supplied to the Client and the Client has reviewed it and found Material Defects in it at least twice then, from that point, the Client has a choice. The Client may choose:
      1. subject to clause 1.4 of this Schedule 1, to have Binary Foundries correct the Deliverable again for a further review; or
      2. to terminate supply of the relevant Deliverable pursuant to clause 10.3 of the Agreement.
    3. If the Client chooses to have Binary Foundries correct the Deliverable again for a further review, then Binary Foundries will correct it and re-supply it to the Client, and the Client will review it again. If no further Material Defects are found, the Client will accept it. If further Material Defects are found, the Client will again have a choice as set out above, and if it chooses to have Binary Foundries correct the Deliverable again for a further review, the process will be repeated until either no further Material Defects are found or the Client chooses to terminate supply of the relevant Deliverable.
    4. If, the Client wishes Binary Foundries to further correct the Deliverable pursuant to clause 1.2(a) of this Schedule 1, Binary Foundries may (but shall not be obliged to) provide an updated fee estimate to the Client where a re-write, re-design or other previous correction of the relevant Deliverable is not to the Client’s satisfaction.
    5. If the Client chooses to terminate supply of the relevant Deliverable under clause 1.2(b) of this Schedule 1, then it will return the Deliverable to Binary Foundries and Binary Foundries will refund to the Client all advanced sums paid by the Client for supply of the Deliverable, other than those sums accrued by Binary Foundries for work carried out on the Deliverables by Binary Foundries up to the date of termination.
  2. Technical Acceptance Process
    1. If a Deliverable is subject to the Technical Acceptance Process pursuant to clause 3.2 of the Agreement then, except to the extent that the relevant Statement of Work specifies a different process (in which case that process will be followed) the Technical Acceptance Process shall be carried out as follows:
      1. the Statement of Work may set out the intended period of testing (the “Test Period”). If no specific period is set out in the Statement of Work, the Test Period shall be 10 Working Days, starting with the first Working Day after delivery of the Deliverable;
      2. the Client shall test the Deliverable during the Test Period. The Client shall be deemed to have accepted the Deliverable in accordance with clause 2.2 of this Schedule 1, unless the testing identifies any Material Defects in the Deliverable;
      3. the Client shall notify Binary Foundries whether or not the Deliverable is accepted within 5 Working Days following completion of the Test Period. If the Client accepts the Deliverable, it will notify Binary Foundries of its acceptance in writing within the period specified in this clause 2.1(c);
      4. if the Client does not accept the Deliverable, it shall provide Binary Foundries with details of the relevant Material Defect(s). Binary Foundries shall fix the Material Defect(s) and re-supply the Deliverable within a reasonable time and at no additional cost to the Client;
      5. the Client shall then repeat the testing and the provisions of clauses 2.1(b) to 2.1(d) of this Schedule 1 shall apply to the repeated tests (each rounds of tests, including the first one, being referred to as a “Test Cycle”). If, following the third Test Cycle, Material Defects are still occurring so as to prevent the Client from accepting the Deliverable, the Client will have the choice to:
        1. repeat the process for one or more further Test Cycles; or
        2. reject the Deliverable, in which case the Client may terminate the Agreement with immediate effect by written notice to Binary Foundries pursuant to clause 10.3 of the Agreement.
    2. If, following completion of testing, the Client does not notify Binary Foundries in accordance with clause 2.1(c) of this Schedule 1 whether the testing (or, if relevant, re-testing) has been successfully completed, notwithstanding any failure to accept the Deliverable in writing, the Client will be deemed to have accepted the Deliverable ten (10) days Working Days after the expiry of the Test Period or upon first use of the Deliverable, whichever is the earliest.

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