.svg)
.svg)
.svg)
1. Applicability
These IAT apply to all Order Forms that include one-time implementation services, whether described as a priced line item in the Order Form's Products and Services table or otherwise described in the Order Form, and whether or not a fee is charged for such services, for which the parties have not agreed to a separate Statement of Work ("SOW"). Where the parties have agreed to a bespoke SOW for the one-time implementation services described in the Order Form, the SOW governs and these IAT do not apply.
2. Definitions
"Implementation Services" means the one-time configuration, setup, integration, and onboarding activities described in the Order Form (whether as a priced line item or otherwise), or otherwise agreed in writing between fileAI's designated implementation point of contact (see Section 3.3) and Customer's Implementation Lead (see Section 7) prior to the Implementation Commencement Date.
"Implementation Commencement Date" means the date on which fileAI confirms in writing that implementation has commenced following execution of the Order Form and, if an implementation fee applies, fileAI's receipt of that fee.
"UAT Period" means the fifteen (15) business day period (or such other period specified in the Order Form) during which Customer tests the configured solution, commencing on the date fileAI issues a UAT Readiness Notice.
"UAT Readiness Notice" means a written notice issued by fileAI to Customer confirming that the Implementation Services are complete and the solution is available for Customer testing.
"Stability Confirmation" means a written notice issued by Customer's UAT Lead to fileAI confirming that the configured solution is: (i) stable; (ii) free from Severity 1 and Severity 2 defects; and (iii) ready for production use.
"Implementation Complete Date" means the earlier of: (i) the date Customer issues a Stability Confirmation; or (ii) the date deemed acceptance occurs under Section 5.2.
"Implementation Commencement Date" means the date on which fileAI confirms in writing that implementation has commenced following execution of the Order Form and, if an implementation fee applies, fileAI's receipt of that fee.
"UAT Period" means the fifteen (15) business day period (or such other period specified in the Order Form) during which Customer tests the configured solution, commencing on the date fileAI issues a UAT Readiness Notice.
"UAT Readiness Notice" means a written notice issued by fileAI to Customer confirming that the Implementation Services are complete and the solution is available for Customer testing.
"Stability Confirmation" means a written notice issued by Customer's UAT Lead to fileAI confirming that the configured solution is: (i) stable; (ii) free from Severity 1 and Severity 2 defects; and (iii) ready for production use.
"Implementation Complete Date" means the earlier of: (i) the date Customer issues a Stability Confirmation; or (ii) the date deemed acceptance occurs under Section 5.2.
3. Implementation Process
3.1 Scope of Implementation Services
The Implementation Services are limited to the activities described in the Order Form, or otherwise agreed in writing, in each case as provided in the definition of “Implementation Services” in Section 2. Any activities not so described or agreed are out of scope and may be subject to additional fees under a Change Order. Customer-requested additions to scope after the Implementation Commencement Date will be addressed through the Change Control process in Section 8.
3.2 Implementation Timeline
fileAI will use commercially reasonable efforts to complete the Implementation Services within the timeline specified in the Order Form, or where no timeline is specified, within a reasonable timeframe agreed between the parties in writing. Any timeline is contingent on Customer meeting its responsibilities under Section 7. Customer delays that affect the implementation timeline will extend all subsequent milestones by an equivalent number of business days, with no additional cost or liability to fileAI.
3.3 Implementation Communication
fileAI will designate an implementation point of contact for the engagement. Customer will designate an Implementation Lead pursuant to Section 7. The parties will communicate regarding implementation progress through their respective designated contacts.
The Implementation Services are limited to the activities described in the Order Form, or otherwise agreed in writing, in each case as provided in the definition of “Implementation Services” in Section 2. Any activities not so described or agreed are out of scope and may be subject to additional fees under a Change Order. Customer-requested additions to scope after the Implementation Commencement Date will be addressed through the Change Control process in Section 8.
3.2 Implementation Timeline
fileAI will use commercially reasonable efforts to complete the Implementation Services within the timeline specified in the Order Form, or where no timeline is specified, within a reasonable timeframe agreed between the parties in writing. Any timeline is contingent on Customer meeting its responsibilities under Section 7. Customer delays that affect the implementation timeline will extend all subsequent milestones by an equivalent number of business days, with no additional cost or liability to fileAI.
3.3 Implementation Communication
fileAI will designate an implementation point of contact for the engagement. Customer will designate an Implementation Lead pursuant to Section 7. The parties will communicate regarding implementation progress through their respective designated contacts.
4. User Acceptance Testing (UAT)
4.1 UAT Entry Criteria
Upon completion of the Implementation Services, fileAI will issue a UAT Readiness Notice. UAT shall not commence until Customer confirms in writing that it has:
- Prepared all test cases and test scripts;
- Made test data available in the agreed format and environment; and
- Designated a UAT Lead with authority to approve Stability Confirmation.
Any delay caused by Customer's failure to satisfy these entry criteria will extend the UAT Period and all subsequent dates by an equivalent number of business days.
4.2 UAT Period
Customer shall complete all testing and submit all defect reports within the UAT Period. fileAI is not responsible for delays to the Implementation Complete Date caused by Customer's failure to complete testing within the UAT Period.
4.3 fileAI UAT Support
During the UAT Period, fileAI will:
- Provide a designated point of contact to receive and triage defect reports;
- Investigate and respond to reported defects within two (2) business days of receipt; and
- Remediate Severity 1 and Severity 2 defects within the timeframes in Section 4.5.
UAT support is included within the agreed Implementation Services, regardless of whether a fee applies to those Implementation Services. Additional support beyond the agreed Implementation Services is available under a Change Order.
4.4 Customer UAT Responsibilities
During the UAT Period, Customer is solely responsible for:
- Conducting all testing and executing test cases within the UAT Period;
- Submitting defect reports in writing, specifying the defect, steps to reproduce, and severity classification;
- Completing re-testing of any remediated defect within two (2) business days of fileAI's remediation notice (or such other period specified in the Order Form). Failure to complete re-testing within this period is deemed confirmation that the defect is resolved; and
- Ensuring UAT feedback is limited to whether the solution conforms to the agreed implementation scope. UAT shall not be used to request new features or changes to agreed scope — such requests are addressed through the Change Control process in Section 8.
4.5 Defect Classification
Defects identified during UAT will be classified and addressed as follows:
Upon completion of the Implementation Services, fileAI will issue a UAT Readiness Notice. UAT shall not commence until Customer confirms in writing that it has:
- Prepared all test cases and test scripts;
- Made test data available in the agreed format and environment; and
- Designated a UAT Lead with authority to approve Stability Confirmation.
Any delay caused by Customer's failure to satisfy these entry criteria will extend the UAT Period and all subsequent dates by an equivalent number of business days.
4.2 UAT Period
Customer shall complete all testing and submit all defect reports within the UAT Period. fileAI is not responsible for delays to the Implementation Complete Date caused by Customer's failure to complete testing within the UAT Period.
4.3 fileAI UAT Support
During the UAT Period, fileAI will:
- Provide a designated point of contact to receive and triage defect reports;
- Investigate and respond to reported defects within two (2) business days of receipt; and
- Remediate Severity 1 and Severity 2 defects within the timeframes in Section 4.5.
UAT support is included within the agreed Implementation Services, regardless of whether a fee applies to those Implementation Services. Additional support beyond the agreed Implementation Services is available under a Change Order.
4.4 Customer UAT Responsibilities
During the UAT Period, Customer is solely responsible for:
- Conducting all testing and executing test cases within the UAT Period;
- Submitting defect reports in writing, specifying the defect, steps to reproduce, and severity classification;
- Completing re-testing of any remediated defect within two (2) business days of fileAI's remediation notice (or such other period specified in the Order Form). Failure to complete re-testing within this period is deemed confirmation that the defect is resolved; and
- Ensuring UAT feedback is limited to whether the solution conforms to the agreed implementation scope. UAT shall not be used to request new features or changes to agreed scope — such requests are addressed through the Change Control process in Section 8.
4.5 Defect Classification
Defects identified during UAT will be classified and addressed as follows:
Severity
Definition
Blocks Acceptance?
fileAI Target Response Time
1 - Blocker
Core functionality inoperable; no workaround exists
Yes
3 Business Days
2 - High
Major functionality impaired; workaround exists.
Yes
5 Business Days
3 - Medium
Minor issue; does not prevent testing from proceeding.
No
Next agreed cycle
4 - Low
Cosmetic or trivial issue; no operational impact.
No
Prior to Go-Live
Stability Confirmation may be granted notwithstanding open Severity 3 and Severity 4 defects, provided the parties agree in writing on a remediation timeline for such defects prior to or concurrent with the Implementation Complete Date.
4.6 Out-of-Scope Defects
The following are not subject to UAT remediation by fileAI and will be addressed via Change Order if Customer wishes to resolve them:
- Defects attributable to Customer's third-party systems, infrastructure, or integrations outside the agreed implementation scope;
- Defects arising from Customer-provided test data that does not conform to the agreed format or specifications;
- Functionality not described in the Order Form or agreed implementation scope; and
- Requests for changes to agreed specifications arising after the Implementation Commencement Date.
5. Acceptance and Sign-off
5.1 Stability Confirmation
Upon satisfactory completion of UAT, Customer's UAT Lead shall issue a Stability Confirmation to fileAI within three (3) business days of the end of the UAT Period, unless a different period is specified in the Order Form. Issuance of a Stability Confirmation constitutes Customer's acceptance that the Implementation Services conform in all material respects to the Implementation Services as described in the Order Form or otherwise agreed under Section 2.
5.2 Deemed Acceptance
If Customer has not issued a Stability Confirmation or provided a written list of open Severity 1 or Severity 2 defects within five (5) business days of the end of the UAT Period (or such longer period as specified in the Order Form, not to exceed fifteen (15) business days), the Implementation Services shall be deemed accepted and Customer shall be deemed to have issued a Stability Confirmation as of the last day of such period. fileAI may rely on deemed acceptance to trigger any applicable payment milestones and proceed to production deployment.
5.3 Post-Acceptance Defects
Defects identified after the Implementation Complete Date are not covered under these IAT and will be addressed under fileAI's standard Support Policy available at file.ai/support-policy, or under a separate Change Order where the defect constitutes new scope.
Upon satisfactory completion of UAT, Customer's UAT Lead shall issue a Stability Confirmation to fileAI within three (3) business days of the end of the UAT Period, unless a different period is specified in the Order Form. Issuance of a Stability Confirmation constitutes Customer's acceptance that the Implementation Services conform in all material respects to the Implementation Services as described in the Order Form or otherwise agreed under Section 2.
5.2 Deemed Acceptance
If Customer has not issued a Stability Confirmation or provided a written list of open Severity 1 or Severity 2 defects within five (5) business days of the end of the UAT Period (or such longer period as specified in the Order Form, not to exceed fifteen (15) business days), the Implementation Services shall be deemed accepted and Customer shall be deemed to have issued a Stability Confirmation as of the last day of such period. fileAI may rely on deemed acceptance to trigger any applicable payment milestones and proceed to production deployment.
5.3 Post-Acceptance Defects
Defects identified after the Implementation Complete Date are not covered under these IAT and will be addressed under fileAI's standard Support Policy available at file.ai/support-policy, or under a separate Change Order where the defect constitutes new scope.
6. Payment and Invoicing
Where the Order Form specifies a payment milestone tied to implementation completion, fileAI may issue the relevant invoice on or after the Implementation Complete Date as defined in Section 2. Where the Order Form specifies that the implementation fee is due upon contract signing, that fee is due regardless of the implementation timeline, except as otherwise agreed in writing between the parties.
7. Customer Responsiblities
The timely and successful completion of Implementation Services is dependent on Customer fulfilling the following responsibilities. Customer delays arising from failure to meet these responsibilities will extend implementation timelines and are not attributable to fileAI.
Responsibility
Detail
Environmental Access
Provide API keys, VPN access, sandbox credentials, or other access required for implementation.
Implementation Lead
Designate a named Implementation Lead with authority to make decisions and provide approvals during implementation.
UAT Lead
Designate a named UAT Lead with authority to approve or reject Stability Confirmation on Customer's behalf.
Test Data
Prepare and provide test data in the format specified by fileAI prior to UAT commencement. fileAI is not responsible for UAT failures caused by non-conforming test data.
Test Cases
Prepare all test cases and test scripts prior to UAT commencement. Customer is solely responsible for defining and executing its own test cases.
Timely Response
Respond to fileAI communications, provide requested inputs, and complete re-testing of remediated defects within the timeframes specified herein.
Third-Party Systems
Ensure any third-party systems, integrations, or infrastructure required for implementation and UAT are available and functional. fileAI is not responsible for delays or defects caused by Customer's third-party systems.
8. Change Control
Any change to the agreed implementation scope — including new features, integrations, data sources, workflows, or volume changes — must be documented in a written Change Order agreed and signed by both parties before implementation of the change commences. Changes may result in additional fees and timeline adjustments. fileAI is not obligated to implement any change to scope without a signed Change Order.
Customer requests arising from UAT for functionality or changes beyond the agreed implementation scope shall not constitute a defect and shall be addressed through this Change Control process.
Customer requests arising from UAT for functionality or changes beyond the agreed implementation scope shall not constitute a defect and shall be addressed through this Change Control process.
9. Implementation Failure and Escalation
If Customer is unable to grant a Stability Confirmation within the UAT Period solely due to unresolved Severity 1 or Severity 2 defects caused by fileAI's failure to deliver the agreed implementation scope, fileAI will be afforded one (1) additional remediation period of up to ten (10) business days (or such other period specified in the Order Form). Following that period, Customer may elect to:
(a) Grant Stability Confirmation with a written remediation plan agreed between the parties for any remaining defects; or
(b) Terminate the Order Form in its entirety, with a refund of the implementation fee (if any) and any prepaid but unused subscription fees, and no further liability to either party.
For the avoidance of doubt, implementation failure attributable to Customer's systems, test data, third-party integrations, or Customer's failure to meet its responsibilities under Section 7 does not constitute a failure by fileAI and does not trigger the remediation period or termination right under this Section.
(a) Grant Stability Confirmation with a written remediation plan agreed between the parties for any remaining defects; or
(b) Terminate the Order Form in its entirety, with a refund of the implementation fee (if any) and any prepaid but unused subscription fees, and no further liability to either party.
For the avoidance of doubt, implementation failure attributable to Customer's systems, test data, third-party integrations, or Customer's failure to meet its responsibilities under Section 7 does not constitute a failure by fileAI and does not trigger the remediation period or termination right under this Section.
10. General
Relationship to Order Form and the Agreement. These IAT are incorporated into and form part of the Agreement. Where the applicable Order Form expressly specifies a term that differs from these IAT (including a different UAT Period, remediation period, or implementation timeline), the Order Form's term shall govern for purposes of these IAT. In the event of any other conflict between these IAT and the Agreement, the Agreement shall prevail. These IAT do not limit or replace any rights or remedies available to either party under the Agreement.
Updates. fileAI may update these IAT from time to time. The version incorporated into an Order Form is the version published at file.ai/iat as of the Order Form date. Material changes to these IAT will be notified to affected customers with thirty (30) days' prior notice.
IN WITNESS WHEREOF, these Implementation and Acceptance Terms are incorporated into the Agreement as of the Effective Date.
Updates. fileAI may update these IAT from time to time. The version incorporated into an Order Form is the version published at file.ai/iat as of the Order Form date. Material changes to these IAT will be notified to affected customers with thirty (30) days' prior notice.
IN WITNESS WHEREOF, these Implementation and Acceptance Terms are incorporated into the Agreement as of the Effective Date.
.png)