Delivery, Acceptance and Remedies. 3.1 Software and Documentation shall be delivered promptly to UBS, as applicable in accordance with the timescales and other requirements (if any) for delivery set out in the Supply Order.
3.2 Software shall be subject to Acceptance by UBS and Supplier shall promptly provide such reasonable assistance and information as UBS reasonably requests in relation to Acceptance Testing. The Supply Order will specify which of the below Acceptance process options apply to the Software.
3.3 Invoices may be issued prior to Acceptance with UBS’s prior consent, however UBS shall only become obliged to pay any invoice issued by Supplier in respect of Software following Acceptance of such Software by UBS, unless otherwise specified in the Supply Order.
Delivery, Acceptance and Remedies. 3.1 The Cloud Services and any associated Documentation shall be delivered promptly to UBS, in accordance with any timescales and other requirements set out in the Supply Order.
Delivery, Acceptance and Remedies. 4.1 The Services and each Deliverable shall be promptly delivered to UBS, as applicable: (i) to achieve the relevant Acceptance Criteria; (ii) in accordance with the timescales set out in the Supply Order; and (iii) to the locations specified by UBS from time to time, and shall be subject to Acceptance by UBS.
4.2 The Deliverables shall remain at Supplier's risk until they have been delivered to UBS.
4.3 Acceptance shall occur when UBS notifies Supplier that the relevant Services or Deliverables satisfy any relevant Acceptance Criteria and have been delivered in accordance with any specifications in the Supply Order, provided that Acceptance shall be deemed to have occurred if no objections, faults or defects have been notified by UBS to Supplier within 15 Working Days of delivery.
4.4 UBS has the right to reject any Services or Deliverables that do not conform to the Acceptance Criteria or are not otherwise provided in accordance with the Agreement, or which are defective in design, material and workmanship, and, accordingly, has the right at its option:
(a) to notify Suppler that it must, at its own cost, promptly re- perform the Services and rectify, replace or re-deliver the Deliverables. If Supplier fails to do so within 10 days of notification (or any other agreed time period), UBS has the right either to: (i) remedy any such defect or re-perform any such non-conforming Deliverable or Services itself; or
(ii) have them remedied or reperformed by a third party on its behalf, and in either case Supplier shall reimburse all costs reasonably incurred by UBS; and
(b) to withhold payment of, or recover from Supplier, the Charges or any portion thereof attributable to the defective or non-conforming Deliverables or Services.
4.5 If any of the Services or any Deliverables:
(a) have material faults or defects and Supplier fails substantially to address such material faults or defects in accordance with clause 4.4(a); or
(b) are not delivered by the relevant Delivery Date(s) and UBS determines, acting reasonably, that the late or non- delivery will have a materially adverse impact on its receipt and use of the Services, then UBS shall have the right to terminate the Agreement immediately upon written notice without penalty.
Delivery, Acceptance and Remedies
