Common use of Acceptance into Service Clause in Contracts

Acceptance into Service. together defined as “Working Documents”. 1.3 The Working Documents form part of this Schedule, and any additional documents agreed by the Parties in future which are not referred to in this Schedule shall not form part of this Schedule or the Agreement. 1.4 In the event of any conflict between this Schedule and any of the Working Documents, unless this Schedule expressly provides that it takes precedence over the terms in the Working Documents, the terms of the Working Documents will take precedence. 1.5 Subject to the above, later versions of the Working Documents once agreed between the parties in writing and signed by the Customer shall prevail over earlier ones if there is any conflict or inconsistency between them. 1.6 All Professional Services shall be provided on a time and material basis. Unless otherwise set forth in the Order or SOW, all Professional Services will be chargeable at the Supplier’s current Tariffs. 1.7 The Customer shall be responsible for providing the Supplier with full and accurate details of the Customer’s requirements in accordance with paragraph 1.17 below and such Customer requirements shall form the basis of the SOW. 1.8 For the avoidance of doubt the Supplier shall not be obliged to provide the Professional Services until the SOW has been signed by both the Customer and the Supplier and the Supplier has received a written Order from the Customer. 1.9 The Professional Services will be delivered during Service Hours unless otherwise agreed. 1.10 Where the SOW provides for deployment of Software or Equipment, the Customer acknowledges and accepts server reboots and/or downtime are to be expected. 1.11 Where the SOW does not include the supply of Software or Equipment as deliverables, it is the Customer’s responsibility to provide all necessary Software and Equipment prior to the commencement of the Professional Services. 1.12 Where the SOW relates to Software installation only, it is the Customer’s responsibility to ensure that the equipment the deployment will take on is compatible. 1.13 The Customer shall: 1.13.1 provide the Supplier with all necessary information, facilities, support and services reasonably required by the Supplier for the performance of its obligations under this Schedule, including without limitation at no charge to the Supplier adequate office accommodation, a secure workspace, telephone services, access to the applicable computers, software, hardware and systems of the Customer at each relevant Site; 1.13.2 provide the Supplier’s personnel with full access to the areas in which the Professional Services are to be performed at each relevant Site; 1.13.3 take all reasonable steps to ensure the health and safety of the Supplier’s Consultants, employees, agents or subcontractors while they are at Site and maintain adequate insurance in respect of its potential liability to the personnel performing the Professional Services on behalf of the Supplier; 1.13.4 ensure that the Customer’s Representatives cooperate fully with the Supplier and use only skilled and competent personnel in relation to the provision of the Professional Services; 1.13.5 make available all such facilities and timely and appropriate access to information and its personnel as the Supplier shall reasonably require, to provide the Professional Services; 1.13.6 where a Project Manager is appointed by the Supplier (as detailed in the SOW), ensure that the Customer’s Representative, liaises and attends meetings with the Supplier’s Project Manager where requested; . 1.13.7 ensure that any computer and operating system and any other hardware or software maintained by a third party on behalf of the Customer has been configured and is operating correctly without intervention of the Supplier, otherwise the Supplier will be entitled to recover any costs associated in such involvement, at the Suppliers standard Tariffs; 1.13.8 permit the Supplier access to the Customer’s Site and the Equipment during Service Hours; 1.13.9 be fully responsible for all applications, data, interfaces, hardware and equipment within it control, including but not limited to, appropriate back-ups of all data, software, configuration and other information stored on any computer and operating system or any other hardware or software, and maintain an adequate disaster recovery plan, unless agreed otherwise; 1.13.10 ensure that all prerequisites set out in the Working Documents are completed prior to the Supplier attending the Customer’s Site and/or performing the Professional Services; 1.13.11 ensure that all the requirements of health and safety legislation and procedures are and continue to be met with regard to any computer and operating system and any other hardware or software at the Site; 1.13.12 make available all passwords and/or digital certificates required for the Supplier to perform the Professional and Consultancy Services, or make personnel available with access to such information at the appropriate time; and 1.13.13 only dispose of packaging for Deliverables that are accepted as being in full working order. 1.14 The Customer warrants that: 1.14.1 the computer and operating system and any other hardware or software has been and will be used entirely in accordance with manufacturer’s instructions and recommendations and that no unauthorised use, alteration, adaptation, installation or modification has taken place or will take place in breach of any manufacturer warranty and/or Licence Agreement in place; 1.14.2 it has full authority and power to authorise all necessary works required to the Site to be carried out to enable any Equipment to be installed and cables laid. 1.15 Where personnel are supplied by the Supplier on a contract basis and are required to work in accordance with instructions given from time to time by or on behalf of the Customer, the Customer shall: 1.15.1 ensure that such instructions are provided with sufficient notice and detail to enable completion to the Customer’s required standards; 1.15.2 approve personnel’s leave of absence (which shall not be chargeable), which shall not be unreasonably refused; 1.15.3 approve and sign off personnel weekly activity reports on a weekly basis. 1.16 Following commencement of Professional Service, the Customer agrees to provide full responses in the shortest timescales to requests for information and assistance and acknowledges and in any event the same Working Day. The Customer further acknowledges that the Supplier will not be responsible for any delays, failure to complete items of work or additional time spent in obtaining information and assistance sought. 1.17 The Customer guarantees the accuracy, correctness, completeness and reliability of the data, information and documents made available to the Supplier, including those which originate from third parties. Unless set out in the Order or Working Documents, the Supplier may rely on and use this data, information and documentation without further verification. 1.18 Where project management is undertaken by the Customer, the Customer shall ensure that time scales and targets (including performance related targets and milestones) it sets are reasonably achieved. 1.19 The Customer shall at all times perform its obligations hereunder with due skill and care in a timely professional and reliable manner, use its reasonable endeavours to comply with any agreed timescales. 1.20 The Customer shall promptly sign off the task sheet or Acceptance into Service upon completion of the detailed schedule of work or in the case of stage projects at intervals as detailed in the relevant documents. 1.21 The Customer is fully responsible for evaluating the adequacy of and accepting any Deliverables. 1.22 The Customer hereby warrants, represents and undertakes that in so far as the Customer is aware, use by the Supplier of any information, software, hardware, documentation, drawings, Specifications, data or other materials made available by the Customer to the Supplier for the purposes of providing the Professional Services will not infringe the Intellectual Property Rights of any third party. 1.23 The Customer shall indemnify and hold the Supplier harmless from any and all loss, costs, damages and expenses arising out of any breach of paragraph 1.22.

Acceptance into Service. together defined as “Working Documents”. 1.3 The Working Documents form part of this Schedule, and any additional documents agreed by the Parties in future which are not referred to in this Schedule shall not form part of this Schedule or the Agreement. 1.4 In the event of any conflict between this Schedule and any of the Working Documents, unless this Schedule expressly provides that it takes precedence over the terms in the Working Documents, the terms of the Working Documents will take precedence. 1.5 Subject to the above, later versions of the Working Documents once agreed between the parties in writing and signed by the Customer shall prevail over earlier ones if there is any conflict or inconsistency between them. 1.6 All Professional Services shall be provided on a time and material basis. Unless otherwise set forth in the Order or SOW, all Professional Services will be chargeable at the Supplier’s current Tariffs. 1.7 The Customer shall be responsible for providing the Supplier with full and accurate details of the Customer’s requirements in accordance with paragraph 1.17 below and such Customer requirements shall form the basis of the SOW. 1.8 For the avoidance of doubt the Supplier shall not be obliged to provide the Professional Services until the SOW has been signed by both the Customer and the Supplier and the Supplier has received a written Order from the Customer. 1.9 The Professional Services will be delivered during Service Hours unless otherwise agreed. 1.10 Where the SOW provides for deployment of Software or Equipment, the Customer acknowledges and accepts server reboots and/or downtime are to be expected. 1.11 Where the SOW does not include the supply of Software or Equipment as deliverables, it is the Customer’s responsibility to provide all necessary Software and Equipment prior to the commencement of the Professional Services. 1.12 Where the SOW relates to Software installation only, it is the Customer’s responsibility to ensure that the equipment the deployment will take on is compatible. 1.13 The Customer shall: 1.13.1 provide the Supplier with all necessary information, facilities, support and services reasonably required by the Supplier for the performance of its obligations under this Schedule, including without limitation at no charge to the Supplier adequate office accommodation, a secure workspace, telephone services, access to the applicable computers, software, hardware and systems of the Customer at each relevant Site; 1.13.2 provide the Supplier’s personnel with full access to the areas in which the Professional Services are to be performed at each relevant Site; 1.13.3 take all reasonable steps to ensure the health and safety of the Supplier’s Consultants, employees, agents or subcontractors while they are at Site and maintain adequate insurance in respect of its potential liability to the personnel performing the Professional Services on behalf of the Supplier; 1.13.4 ensure that the Customer’s Representatives cooperate fully with the Supplier and use only skilled and competent personnel in relation to the provision of the Professional Services; 1.13.5 make available all such facilities and timely and appropriate access to information and its personnel as the Supplier shall reasonably require, to provide the Professional Services; 1.13.6 where a Project Manager is appointed by the Supplier (as detailed in the SOW), ensure that the Customer’s Representative, liaises xxxxxxx and attends meetings with the Supplier’s Project Manager where requested; . 1.13.7 ensure that any computer and operating system and any other hardware or software maintained by a third party on behalf of the Customer has been configured and is operating correctly without intervention of the Supplier, otherwise the Supplier will be entitled to recover any costs associated in such involvement, at the Suppliers standard Tariffs; 1.13.8 permit the Supplier access to the Customer’s Site and the Equipment during Service Hours; 1.13.9 be fully responsible for all applications, data, interfaces, hardware and equipment within it control, including but not limited to, appropriate back-ups of all data, software, configuration and other information stored on any computer and operating system or any other hardware or software, and maintain an adequate disaster recovery plan, unless agreed otherwise; 1.13.10 ensure that all prerequisites set out in the Working Documents are completed prior to the Supplier attending the Customer’s Site and/or performing the Professional Services; 1.13.11 ensure that all the requirements of health and safety legislation and procedures are and continue to be met with regard to any computer and operating system and any other hardware or software at the Site; 1.13.12 make available all passwords and/or digital certificates required for the Supplier to perform the Professional and Consultancy Services, or make personnel available with access to such information at the appropriate time; and 1.13.13 only dispose of packaging for Deliverables that are accepted as being in full working order. 1.14 The Customer warrants that: 1.14.1 the computer and operating system and any other hardware or software has been and will be used entirely in accordance with manufacturer’s instructions and recommendations and that no unauthorised use, alteration, adaptation, installation or modification has taken place or will take place in breach of any manufacturer warranty and/or Licence Agreement in place; 1.14.2 it has full authority and power to authorise all necessary works required to the Site to be carried out to enable any Equipment to be installed and cables laid. 1.15 Where personnel are supplied by the Supplier on a contract basis and are required to work in accordance with instructions given from time to time by or on behalf of the Customer, the Customer shall: 1.15.1 ensure that such instructions are provided with sufficient notice and detail to enable completion to the Customer’s required standards; 1.15.2 approve personnel’s leave of absence (which shall not be chargeable), which shall not be unreasonably refused; 1.15.3 approve and sign off personnel weekly activity reports on a weekly basis. 1.16 Following commencement of Professional Service, the Customer agrees to provide full responses in the shortest timescales to requests for information and assistance and acknowledges and in any event the same Working Day. The Customer further acknowledges that the Supplier will not be responsible for any delays, failure to complete items of work or additional time spent in obtaining information and assistance sought. 1.17 The Customer guarantees the accuracy, correctness, completeness and reliability of the data, information and documents made available to the Supplier, including those which originate from third parties. Unless set out in the Order or Working Documents, the Supplier may rely on and use this data, information and documentation without further verification. 1.18 Where project management is undertaken by the Customer, the Customer shall ensure that time scales and targets (including performance related targets and milestones) it sets are reasonably achieved. 1.19 The Customer shall at all times perform its obligations hereunder with due skill and care in a timely professional and reliable manner, use its reasonable endeavours to comply with any agreed timescales. 1.20 The Customer shall promptly sign off the task sheet or Acceptance into Service upon completion of the detailed schedule of work or in the case of stage projects at intervals as detailed in the relevant documents. 1.21 The Customer is fully responsible for evaluating the adequacy of and accepting any Deliverables. 1.22 The Customer hereby warrants, represents and undertakes that in so far as the Customer is aware, use by the Supplier of any information, software, hardware, documentation, drawings, Specifications, data or other materials made available by the Customer to the Supplier for the purposes of providing the Professional Services will not infringe the Intellectual Property Rights of any third party. 1.23 The Customer shall indemnify and hold the Supplier harmless from any and all loss, costs, damages and expenses arising out of any breach of paragraph 1.22.