ACCEPTANCE AND TESTING. 6.1 This clause shall apply only if the Set-Up and Implementation Services reference a Notify document under which Notify has agreed with the Client to execute software development services to enhance the Notify Software and/or Hosted Services and such document articulates acceptance criteria for such services. 6.2 The parties shall mutually agree in writing the acceptance criteria that will be used to determine whether the Software is Accepted or Rejected ("Acceptance Criteria"), and in the absence of such agreement the Acceptance Criteria shall be such criteria recommended by Notify that demonstrate that the Software complies with its specification(s). 6.3 The Client shall undertake and complete user acceptance testing in a test environment in accordance with good industry practice and Notify’s reasonable recommendations promptly ("Tests"). 6.4 If the Software fails the Tests: (a) Notify shall promptly, and in any event within fourteen (14) days, endeavour to remedy such failure (noting that Notify will have limited control over such Software that is supplied by third parties) and resubmit the Software for a second cycle of Tests in accordance with clause 6.3; or (b) the parties may agree to vary some or all of the Acceptance Criteria in relation to the Software and following which Notify shall promptly submit the Software for a second cycle of Tests in accordance with clause 6.3. 6.5 If the Software fails a second cycle of Tests, the parties agree that the cycle at clause 6.4 shall be repeated. 6.6 If the Software fails a third cycle of Tests, within thirty (30) days of such failure, the Client shall be entitled to Reject the Software, which in respect of Tests immediately following (or part of) the Set-Up and Implementation Services, will entitle the Client to terminate this Contract by giving to Notify not less than ten (10) days prior written notice, whereupon the Client shall be entitled to receive a refund of all pre-paid Fees under this Contract that relate to Software and/or Set-Up and Implementation Services. 6.7 Software shall be deemed accepted if: (a) the Client signs an acceptance certificate; (b) the Client does not exercise its rejection rights in accordance with clause 6.6; (c) the Client puts the Software into live or operational use. 6.8 The Client’s rights at clause 6.6 shall be its exclusive remedies in respect of rejection. In no circumstances shall the Client be entitled to compensation and/or damages (with the exception of the refund(s) set out at clause 6.6 (a)). 6.9 The Client shall install and/or implement new releases and/or new versions of Software promptly.
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Samples: Affiliate Agreement, Contract, Contract
ACCEPTANCE AND TESTING. 6.1 This clause shall apply only if the Set-Up and Implementation Services reference a Notify document under which Notify has agreed with the Client to execute software development services to enhance the Notify Software and/or Hosted Services and such document articulates acceptance criteria for such services.
6.2 The parties shall mutually agree in writing the acceptance criteria that will be used to determine whether the Software is Accepted or Rejected ("Acceptance Criteria"), and in the absence of such agreement the Acceptance Criteria shall be such criteria recommended by Notify that demonstrate that the Software complies with its specification(s).
6.3 The Client shall undertake and complete user acceptance testing in a test environment in accordance with good industry practice and Notify’s reasonable recommendations promptly ("Tests").
6.4 If the Software fails the Tests: (a) Notify shall promptly, and in any event within fourteen (14) days, endeavour to remedy such failure (noting that Notify will have limited control over such Software that is supplied by third parties) and resubmit the Software for a second cycle of Tests in accordance with clause 6.3; or (b) the parties may agree to vary some or all of the Acceptance Criteria in relation to the Software and following which Notify shall promptly submit the Software for a second cycle of Tests in accordance with clause 6.3.
6.5 If the Software fails a second cycle of Tests, the parties agree that the cycle at clause 6.4 shall be repeated.
6.6 If the Software fails a third cycle of Tests, within thirty (30) days of such failure, the Client shall be entitled to Reject the Software, which in respect of Tests immediately following (or part of) the Set-Up and Implementation Services, will entitle the Client to terminate this Contract by giving to Notify not less than ten (10) days prior written notice, whereupon the Client shall be entitled to receive a refund of all pre-paid Fees under this Contract that relate to Software and/or Set-Up and Implementation Services.
6.7 Software shall be deemed accepted if: (a) the Client signs an acceptance certificate; (b) the Client does not exercise its rejection rights in accordance with clause 6.6; (c) the Client puts the Software into live or operational use.
6.8 The Client’s rights at clause 6.6 shall be its exclusive remedies in respect of rejection. In no circumstances shall the Client be entitled to compensation and/or damages (with the exception of the refund(s) set out at clause 6.6 (a)).
6.9 The Client shall install and/or implement new releases and/or new versions of Software promptly.ten
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Samples: Contract
