UAT Clause Samples

UAT. After validation, ▇▇▇▇▇ will notify Customer that the Software is Ready for Test, and Customer shall have ten (10) business days (the “Acceptance Period”) to complete UAT. Customer shall provide TOMIA reasonable notice of UAT so that TOMIA may attend and participate, at its election. The Software shall be deemed to be accepted at the earlier of: (a) the end of the Acceptance Period, unless Customer has notified TOMIA that the Software does not operate substantially in accordance with the Documentation as demonstrated by the test case results; or (b) the date that the Software begins being used in a production environment. If, prior to the end of the Acceptance Period, Customer notifies TOMIA in writing that the agreed test cases show that the Software does not operate substantially in accordance with the Documentation, TOMIA will use reasonable commercial efforts to correct or to provide a workaround for the Error(s). For the avoidance of doubt, the Software shall be deemed to operate “substantially in accordance” with the Documentation if an acceptable Restoration (work around) or Resolution (permanent fix) has been provided for Severity Level 1 (Software is inoperable) or Severity Level 2 (significant functions of the Software are inoperable) tickets identified during UAT that would result in significant business impact to Customer in production use. TOMIA shall not be obligated to correct Errors that occur because (a) the Software has not been used in accordance with TOMIA’s instructions or the Documentation; (b) the Software has been altered, modified, or converted by Customer without the prior written approval of TOMIA; (c) of the malfunctioning of Customer’s hardware or software; or (d) the Software, or any portion of the Software, has become inoperable due to other causes outside the control of TOMIA. Customer shall have two (2) business days to provide TOMIA with a Certificate of Acceptance after the software has been accepted or deemed accepted. If TOMIA is unable to make the Software operate substantially in accordance with the Documentation within a reasonable period of time, either Party may terminate this License Agreement and upon such termination, Customer shall be entitled to recover the License Fee paid to TOMIA for the affected Software.