Client’s Obligations. 4.1. At all times, throughout the term of this Agreement, the Client shall comply with all obligations set out herein and, in all Schedules, including but not limited to: 4.1.1. providing reasonable access to the Client's premises and to relevant personnel; 4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made; 4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables; 4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under this Agreement; 4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software; 4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services; 4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the Services. 4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not: 4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights); 4.2.2. divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties; 4.2.3. use or permit the use of the Services other than in accordance with the relevant Documentation. 4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client and may restrict or block Internet traffic to or from the Services. 4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement. 4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
Client’s Obligations. 4.1. At all times, throughout 3.1 The Client shall:
(a) co-operate with the term of this Agreement, the Client shall comply with all obligations set out herein and, Supplier in all Schedules, including but not limited to:matters relating to the Services;
4.1.1. providing reasonable (b) provide the Supplier with access to appropriate members of the Client's premises staff and equipment, (including enabling logons and/or passwords) as such access is reasonably requested by the Supplier, in order for the Supplier to relevant personnelperform the Services;
4.1.2. taking decisions (c) provide such information, documentation and making information available data as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or request in order for the absence of Supplier to perform the Services in a required timescale as soon as reasonably practicable following the request being madetimely manner;
4.1.3. appointing an authorised person who (d) use the Services only for lawful purposes and in accordance with this Agreement and not store, distribute or transmit any material through the Services that:
(i) is able to make binding decisions unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images; and/or
(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities.
(e) shall remain responsible for the Client with regard to this Agreementuse of the Services under its control, including authorising any change use by third parties that the Client has authorised to use the Services.
(f) shall not provide the Services to third parties without the prior written consent of the Supplier.
(g) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services and/or Deliverablesprovided;
4.1.4. providing (h) keep secure from third parties any passwords issued to the Client by the Supplier;
(i) fully virus-check all materials reasonably required by Brovanture data supplied to enable Brovanture the Supplier pursuant to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy (j) permit the Supplier to install the current version of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform provide the Services from time to time when upgrades or fixes occur and comply with such licence terms to provide a reasonable level of assistance in implementation and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such softwaretesting;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant (k) maintain and allow the Supplier continuous exclusive global admin access unless set out in the Specification to the Client’s relevant Microsoft cloud Services portals for the duration of this Agreement;
(l) agree that if, including in the course of performing the Services, it is necessary or desirable for the avoidance Supplier to access or use any Client owned equipment, Client software or Client data (or which is in the possession of doubt all equipment and secretarial services necessary the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of the Agreement to use the same solely for the performance purpose of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide delivering the Services;
4.1.7(m) appoint designated primary contacts who manage any escalation and who shall be the key personnel for the Supplier to co-ordinate with. notifying Brovanture if it becomes aware of any unauthorised use of all or part Further the Client warrants that the designated primary contacts shall have sufficient authority to give instructions on behalf of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material adding additional Services) which shall be binding upon the Client if such instructions are agreed by the Supplier;
(n) (for procurement of Microsoft products only) adhere to the CSP customer agreement (“CSP Agreement”) and Schedule 2, which is a direct agreement between Client and Microsoft and is a condition of Cloud Solution Provider Program that the Client enters into this agreement, the terms of which are found at xxxxx://xxx.xxxxxxxxx.xxx/licensing/docs/customeragreement and which may be deemed updated from time to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights)time;
4.2.2(o) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite, Operations Management Suite or Microsoft 365) the Supplier will be assigned to the cloud subscription/s as the Digital Partner of Record and or Claiming Partner of Record) for a minimum of twelve (12) months from project completion date;
(p) in respect of any Microsoft funded services (if applicable), sign and deliver the Microsoft Proof of Execution (“XXX”) within seven (7) days of the date of issue by Microsoft. divulge any passwords In the event that allow the Client does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
(q) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable Specification or otherwise agreed between the Parties in writing. In the event the Client wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Client to have access the Supplier on the following basis:
(i) if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Liquidated Damages are payable;
(ii) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Liquidated Damages equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
(iii) if dates are changed or cancelled less than seven (7) days before the scheduled start date Liquidated Damages equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable, as a result of such rescheduling or cancellation, the Supplier may extend any performance timelines specified under a Specification.
3.2 If the Supplier considers that the Client is not, or may not, be complying with any of the Client's obligations, it shall be entitled to rely on this as relieving the Supplier's performance under this Agreement if the Supplier, promptly after the actual or potential non-compliance has come to its attention, has notified details of it to the Client in writing.
3.3 The Client agrees and acknowledges the terms of the applicable Licence Agreements (which shall be set out in the applicable Specification or as notified by the Supplier to the Client from time to time) and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, you shall give express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order that the Supplier may fulfil the Services and to provide such Third Party Services and you shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of the Client. In the event the applicable Licence Agreements and/or the CSP Agreement is not applicable to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use being received or permit delivered by the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services Supplier to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture , such agreements shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Clientapply.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Client’s Obligations. 4.1. At all times, throughout 6.1 To the term of this Agreementextent that the Supplier requires access to the Client’s Operating Environment to perform the Managed Services, the Client shall comply provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Managed Services subject to the Supplier complying with all obligations set out herein and, such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in all Schedules, including but not limited toadvance and in writing.
6.2 The Client shall:
4.1.1. providing reasonable access (a) use the Managed Services only for lawful purposes and in accordance with this Agreement;
(b) keep secure from third parties any passwords issued to the Client's premises and to relevant personnelClient by the Supplier;
4.1.2. taking decisions and making information available as requested by Brovanture either within (c) fully Virus-check all data supplied to the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard Supplier pursuant to this Agreement;
(d) make Client’s Operating Environment and Client-side Equipment, including authorising any change required to provide the Managed Services, accessible to the Services and/or DeliverablesSupplier’s support staff, enable logons or passwords required for such support staff (who will have their own logons); and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
4.1.4(e) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing;
(f) provide notice of intention to change applicable Client-side Equipment or Client Operating Environment or data-feeds that will directly impact the Managed Services;
(g) comply with the Acceptable Use Policy, provided that the Supplier gives not less than twenty (20) business days written notice to the Client of additions and changes to such Acceptable Use Policies. providing For the avoidance of doubt, if the Client is in breach of any terms found within the Acceptable Use Policy, the Supplier shall have the right to suspend the Managed Services without any liability to the Client as more fully set out in Clauses 14 and 15;
(h) be a bona fide licensed user of all materials Third Party Software and of the Client’s Software used by it;
(i) provide all information and make available all resources as reasonably required requested by Brovanture to enable Brovanture to perform Supplier in the execution of its obligations under this Agreement;
4.1.5(j) use best efforts to follow the instructions of Supplier support personnel and will remain courteous during any communications with Supplier personnel;
(k) gather all relevant information prior to requesting assistance including detailed fault description, and procedures required to replicate a problem if possible. ensuring that there is a legitimate licence for every copy Any additional information which may help in the diagnosis of a software programme fault should be included such as network configuration details;
(e.g. Oraclel) provide the Supplier with access to the Client-side Equipment or Client Operating Environment, as applicable via a secure broadband link operating at the industry accepted bandwidth for the purposes of remote diagnostics;
(m) agree that if, in the course of performing the Managed Services, it is necessary or desirable for the Supplier to access or use any Client-side Equipment, Client Software or Client Data (or which is in the possession of the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a non exclusive, royalty free licence, during the term of the Agreement to use the same solely for the purpose of delivering the Managed Services;
(n) provide the Supplier with: i all necessary co-operation in relation to this Agreement; and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing ii all disks, manuals, hard copy licence agreements and/or documentation relating necessary access to such software;
4.1.6. providing reasonable facilities which information as may be required by Brovanture pursuant the Supplier, in order to render the Managed Services, including Client Data, security access information and software interfaces, to the Client's other business applications;
(o) provide such personnel assistance, including the Client Support Team and other Client personnel, as may be reasonably requested by the Supplier from time to time;
(p) comply with all applicable laws and regulations with respect to its activities under this Agreement, including those set out in Clause 18; and
(q) carry out all other Client responsibilities set out in this Agreement or in any of the schedules in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary;
(r) in respect of any Microsoft funded services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work;
(s) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record and Digital Partner of Record for a minimum of twelve (12) months from project completion date; and
(t) maintain and allow the Supplier continuous global admin access to the Client’s relevant Microsoft cloud services portals for the duration of the Agreement.
6.3 In the event that the Client is in breach of its obligations under the Agreement (including payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) Business Days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Managed Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Managed Services fail to comply with the Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
6.4 The Client agrees and acknowledges the terms of the applicable Third Party Licences and that such terms shall form part of this Agreement. For the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacingdoubt, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access event the applicable Third Party Licences are not applicable to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use being received or permit delivered by the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services Supplier to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture , such agreements shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Clientapply.
Appears in 2 contracts
Samples: Managed Service Agreement, Managed Service Agreement
Client’s Obligations. 4.1. At all times, throughout 5.1 The Client shall:
(a) co-operate with the term of this Agreement, the Client shall comply with all obligations set out herein and, Supplier in all Schedules, including but not limited to:
4.1.1. providing reasonable access matters relating to the Client's premises and to relevant personnel;
4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture or in the absence provision of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the Services.
4.2. The Client shall not, (b) comply and shall procure that its employees, sub-officers, contractors or and representatives comply, with any third party shall not:
4.2.1. terms and conditions of use the Services and acceptable use policy in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or force from time to transfer any illegal material (including but not limited time relating to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use of the Services Website;
(c) comply and shall procure that its employees, officers, contractors and representatives comply, with any terms and conditions relating to the use of the Deliverables;
(d) provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client's premises, office accommodation, data and other than facilities as reasonably required by the Supplier;
(e) provide to the Supplier, in accordance with a timely manner, such In-put Material and other information as the relevant DocumentationSupplier may (in its sole discretion) reasonably require and ensure that it is accurate in all material respects.
4.3. (f) warrant in relation to the In-put Material that:
(i) where it is stated to contain facts, those facts are accurate in all material respects;
(ii) where it is stated to contain opinions, those opinions are genuinelyheld;
(iii) where it contains information relating to or attributed to third parties, all necessary third party licences and consents have been obtained and maintained;
(iv) it does not contain material that is defamatory of any otherperson;
(v) it does not infringe any Intellectual Property Rights of any other person;
(vi) it is not likely to deceive any person;
(vii) it does not give the impression that it emanates from us, if this is not the case; and
(viii) it complies with all relevant legislation.
5.2 The Client Supplier shall comply with the Acceptable Use Policy. If, not be liable for faults in the opinion Deliverables that manifest themselves as a result of Brovanture, incorrect or incomplete information supplied by the Client.
5.3 The Supplier reserves the right to make all such investigations and take all such action as it considers necessary (in its sole opinion) to verify that the Client has violated complied or is complying with its obligations set out in condition 5.1(f) above.
5.4 The Supplier reserves the Acceptable Use Policyright to take all such action as it considers necessary (in its sole opinion) to ensure that the Client has complied or is complying with its obligations set out in condition 5.1(f) above including, Brovanture may suspend without limitation refusing to post or transmit or to remove, edit, delete, amend or alter in any way any In-put Material (in whole or in part). If the provision Supplier's performance of all its obligations under the Agreement is prevented or part delayed by any act or omission of the Services to Client, its agents, subcontractors, consultants or employees, the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture Supplier shall not be liable for any losscosts, damagecharges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.5 The Client shall be liable to pay to the Supplier, delay on demand, all reasonable costs, charges or failure that results losses sustained or incurred by the Supplier (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay or failure in the performance of the Client to comply with any of its obligations under the Agreement, subject to the Supplier confirming such costs, charges and losses to the Client in writing.
5.6 Neither party shall, without the prior written consent of the other, at any time from the date of the Contract to the expiry of six months after the last date of supply of the Services, solicit or entice away from the other party or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the other party. General advertisements for positions, not directed at specific persons, shall not constitute a breach of this Agreement and the time for performance of Brovanture obligations under this Agreement clause.
5.7 Any consent given by a party in accordance with condition 5.6 shall be extended by Brovanture subject to the other party paying to the party giving the consent a result sum equivalent to 20% of any failure the then current annual remuneration of that party’s employee, consultant or delay subcontractor or, if higher, 20% of the annual remuneration to be paid by the Client. The Client shall reimburse Brovanture on written demand for any costs other party to that employee, consultant or losses sustained as a direct or indirect result of the Client’s default under this Agreementsubcontractor.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Samples: Standard Terms and Conditions
Client’s Obligations. 4.1. At all times, throughout 3.1 The Client shall:
(a) co-operate with the term of this Agreement, the Client shall comply with all obligations set out herein and, Supplier in all Schedules, including but not limited to:matters relating to the Services;
4.1.1. providing reasonable (b) provide the Supplier with access to appropriate members of the Client's premises staff and equipment, (including enabling logons and/or passwords) as such access is reasonably requested by the Supplier, in order for the Supplier to relevant personnelperform the Services;
4.1.2. taking decisions (c) provide such information, documentation and making information available data as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or request in order for the absence of Supplier to perform the Services in a required timescale as soon as reasonably practicable following the request being madetimely manner;
4.1.3. appointing an authorised person who (d) use the Services only for lawful purposes and in accordance with this Agreement and not store, distribute or transmit any material through the Services that:
(i) is able to make binding decisions unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images; and/or
(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities.
(e) shall remain responsible for the Client with regard to this Agreementuse of the Services under its control, including authorising any change use by third parties that the Client has authorised to use the Services.
(f) shall not provide the Services to third parties without the prior written consent of the Supplier.
(g) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services and/or Deliverablesprovided;
4.1.4. providing (h) keep secure from third parties any passwords issued to the Client by the Supplier;
(i) fully virus-check all materials reasonably required by Brovanture data supplied to enable Brovanture the Supplier pursuant to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy (j) permit the Supplier to install the current version of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform provide the Services from time to time when upgrades or fixes occur and comply with such licence terms to provide a reasonable level of assistance in implementation and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such softwaretesting;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant (k) maintain and allow the Supplier continuous exclusive global admin access unless set out in the Proposal to the Client’s relevant Microsoft cloud Services portals for the duration of this Agreement;
(l) agree that if, including in the course of performing the Services, it is necessary or desirable for the avoidance Supplier to access or use any Client owned equipment, Client software or Client data (or which is in the possession of doubt all equipment and secretarial services necessary the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of the Agreement to use the same solely for the performance purpose of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide delivering the Services;
4.1.7(m) appoint designated primary contacts who manage any escalation and who shall be the key personnel for the Supplier to co-ordinate with. notifying Brovanture if it becomes aware of any unauthorised use of all or part Further the Client warrants that the designated primary contacts shall have sufficient authority to give instructions on behalf of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material adding additional Services) which shall be binding upon the Client if such instructions are agreed by the Supplier;
(n) (for procurement of Microsoft products only) adhere to the CSP customer agreement (“CSP Agreement”) and Schedule 2, which is a direct agreement between Client and Microsoft and is a condition of Cloud Solution Provider Program that the Client enters into this agreement, the terms of which are found at xxxxx://xxx.xxxxxxxxx.xxx/licensing/docs/customeragreement and which may be deemed updated from time to time;
(o) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite, Operations Management Suite or Microsoft 365) the Supplier will be assigned to the cloud subscription/s as the Digital Partner of Record and or Claiming Partner of Record) for a minimum of twelve (12) months from project completion date;
(p) adhere to the dates and/ or times scheduled for provision of Services by the Supplier to the Client as stated in the applicable Proposal or otherwise agreed between the parties in writing. In the event the Client wishes to reschedule or cancel the dates and/or times for the provision of Services (which also includes failing to attend any meetings), the Supplier may charge a reasonable fee based on their standard rate to take into account time already allocated. As a result of such rescheduling or cancellation, the Supplier may extend any performance timelines specified under a Proposal.
3.2 If the Supplier considers that the Client is not, or may not, be complying with any of the Client's obligations, it shall be entitled to rely on this as relieving the Supplier's performance under this Agreement if the Supplier, promptly after the actual or potential non-compliance has come to its attention, has notified details of it to the Client in writing.
3.3 The Client agrees and acknowledges the terms of the applicable Licence Agreements (which shall be set out in the applicable Proposal or as notified by the Supplier to the Client from time to time) and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, you shall give express authority to the Supplier to agree and accept any Licence Agreements which need to be offensive, abusive, indecent, defamatory, obscene, menacing, accepted in contempt order that the Supplier may fulfil the Services and to provide such Third Party Services and you shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2the Client. divulge any passwords that allow In the Client to have access event the applicable Licence Agreements and/or the CSP Agreement is not applicable to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use being received or permit delivered by the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services Supplier to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture , such agreements shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Clientapply.
Appears in 1 contract
Samples: Master Services Agreement
Client’s Obligations. 4.1. At all times, throughout the term of this Agreement, the 6.1 The Client shall comply (and shall, where applicable, procure that its employees, agents, consultants and other contractors shall):
6.1.1 subject to Clause 5.1, ensure that it has a duplicate back-up copy of all Client Materials to be provided to VDMS before the original is sent to VDMS for the provision of the Services. The risk of and responsibility for using, securing, copying, preserving and taking back-ups of Client Materials is with all obligations set out herein and, in all Schedules, including but not limited to:
4.1.1. providing reasonable access to the Client's premises and to relevant personnel;
4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture 6.1.2 have in place a contingency plan in respect of any Client Materials lost in transit or damaged in the absence course of a required timescale as soon as reasonably practicable following the request being madeprovision of the Services;
4.1.3. appointing an authorised person who is able 6.1.3 promptly provide to make binding decisions for VDMS all Client Materials, information, instructions and assistance (including anything identified in the Client with regard Work Order to this Agreementbe provided to VDMS) in a format and manner as agreed by the Parties, including authorising any change that will enable VDMS to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform carry out fully, accurately, promptly and efficiently its obligations under this AgreementAgreement to the best of its ability;
4.1.5. ensuring 6.1.4 ensure that there is a legitimate licence for every copy of a software programme (e.g. Oracle) all instructions in use and that such licences permit use by Brovanture as required relation to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as Client Materials are sufficiently clear in order to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order VDMS to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of 6.1.5 assume all or part of the Services.
4.2. The Client shall not, responsibility in relation to instructions and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow authorisations given by the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services relation to the Client Materials and may restrict or block Internet traffic to or from the Services.;
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to 6.1.6 promptly comply with all reasonable requests of VDMS in connection with this Agreement;
6.1.7 provide sufficient feedback, input and approvals at the times reasonably required by VDMS to enable VDMS to provide and deliver the Deliverables and provide the Services;
6.1.8 ensure it has all necessary rights, permissions and consents to enter into, and perform its obligations under under, this Agreement Agreement; and
6.1.9 comply with, and ensure that the time for content of all Client Materials comply with, all applicable laws, statutes, regulations and bye-laws in relation to the exercise of its rights and performance of Brovanture its obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.56.2 Notwithstanding the generality of Clause 6.1 above, the Client shall:
6.2.1 provide sufficient instructions in relation to different market versions of the Client Materials; (for example in relation to whether to use a UK, US or other version of the Deliverables or Client Materials); and
6.2.2 ensure that all content licences in respect of the Client Materials and the Deliverables are received and valid and are for the relevant version of the Client Materials and Deliverables used.
6.3 It is the Client's responsibility to ensure that the Services and Deliverables are sufficient and suitable for its purposes and meet its individual requirements and the Client bears sole responsibility and Liability for the consequences of any such decision or implementation.
6.4 The Client shall be responsible at all times for the accuracy, completeness and legality of the Client Materials and any information and instructions it provides to VDMS. Brovanture The Client shall indemnify, keep indemnified and hold harmless, VDMS against any and all losses, liabilities, costs, expenses, claims and demands suffered or incurred by VDMS arising from any material inaccuracies, faults or omissions in the Client Materials or the instructions and information provided to VDMS save to the extent that they were caused by VDMS's fraud, wilful default, Negligence or material breach of this Agreement.
6.5 Any property made available by the Client to VDMS for any purposes arising from or in connection with the performance of the Services, including the Client Materials, shall be, and at all times remain, at the sole and entire risk of the Client, and VDMS shall not be responsible subject to any Liability for products it provided that VDMS shall take reasonable care of the same.
6.6 The Client agrees, during the term of this Agreement and for a period of one year following its termination or its expiry, not to solicit or induce any employee, agent or contractor of VDMS who was involved with providing Services to the Client to terminate their employment or engagement with VDMS, or to provide any services supplied which incorporate to the Client (other than through VDMS), without the prior written consent of VDMS. For the avoidance of doubt, any general recruitment advertisement placed by or are based upon information on behalf of the Client shall not be deemed to be solicitation for the purposes of this Clause 6.6. VDMS shall not have any Liability for delay, breach, mis-performance or materials supplied non- performance of this Agreement if caused by the Client Client's engagement or third parties. Responsibility for decisions taken on the basis employment of advice given any person engaged or employed by Brovanture will remain with the ClientVDMS.
Appears in 1 contract
Samples: Terms and Conditions
Client’s Obligations. 4.1. At all times, throughout 3.1 The Client shall:
(a) co-operate with the term of this Agreement, the Client shall comply with all obligations set out herein and, Supplier in all Schedules, including but not limited to:matters relating to the Services;
4.1.1. providing reasonable (b) provide the Supplier with access to appropriate members of the Client's premises staff and equipment, (including enabling logons and/or passwords) as such access is reasonably requested by the Supplier, in order for the Supplier to relevant personnelperform the Services;
4.1.2. taking decisions (c) provide such information, documentation and making information available data as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or request in order for the absence of Supplier to perform the Services in a required timescale as soon as reasonably practicable following the request being madetimely manner;
4.1.3. appointing an authorised person who (d) use the Services only for lawful purposes and in accordance with this Agreement and not store, distribute or transmit any material through the Services that:
(i) is able to make binding decisions unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images; and/or
(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities.
(e) shall remain responsible for the Client with regard to this Agreementuse of the Services under its control, including authorising any change use by third parties that the Client has authorised to use the Services.
(f) shall not provide the Services to third parties without the prior written consent of the Supplier.
(g) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services and/or Deliverablesprovided;
4.1.4. providing (h) keep secure from third parties any passwords issued to the Client by the Supplier;
(i) fully virus-check all materials reasonably required by Brovanture data supplied to enable Brovanture the Supplier pursuant to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy (j) permit the Supplier to install the current version of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform provide the Services from time to time when upgrades or fixes occur and comply with such licence terms to provide a reasonable level of assistance in implementation and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such softwaretesting;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including (k) maintain and allow the Supplier continuous exclusive global admin access as is necessary and proportionate for the avoidance Supplier to carry out the Services specified in the Statement of doubt all equipment Work and secretarial services access is to be granted only for as long as is necessary for the performance Services to be carried out;
(l) agree that if, in the course of performing the Services, it is necessary or desirable for the Supplier to access or use any Client owned equipment, Client software or Client data (or which is in the possession of the Services and delivery Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of the Deliverables and so as Agreement to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide use the same solely for the purpose of delivering the Services;
4.1.7(m) appoint designated primary contacts who manage any escalation and who shall be the key personnel for the Supplier to co-ordinate with. notifying Brovanture if it becomes aware of any unauthorised use of all or part Further the Client warrants that the designated primary contacts shall have sufficient authority to give instructions on behalf of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material adding additional Services) which shall be binding upon the Client if such instructions are agreed by the Supplier;
(n) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite, Operations Management Suite or Microsoft 365) unless there is an existing licence and/ or an existing Digital Partner on record the Supplier may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access assigned to the Services to cloud subscription/s as the Digital Partner of Record and or Claiming Partner of Record) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use minimum of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.twelve
Appears in 1 contract
Samples: Master Services Agreement
Client’s Obligations. 4.1. At all times, throughout the term of this Agreement, the 9.1 The Client shall comply with all obligations set out herein and, in all Schedules, including but not limited toshall:
4.1.1. providing reasonable access (a) provide the Supplier with:
(i) all necessary co-operation in relation to the Client's premises and to relevant personnel;Agreement; and
4.1.2. taking decisions and making (ii) such documents, data, drawings, plans, diagrams, designs, reports, specifications or other information available as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture require; in order to provide the Services, including but not limited to Client Data, security access information and configuration services, and ensure all information is complete, true and accurate in all material respects;
4.1.7(b) appoint a representative, who shall have the authority contractually to bind the Client on matters relating to the Services;
(c) make available such Client staff and applicable sub-contractors or suppliers (if any) as may be required for the Supplier to provide the Services and ensure that they co-operate fully with the Supplier in all material respects;
(d) carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner;
(e) ensure that the Services are used in accordance with the Agreement, Statement of Work and Service Catalog where applicable (the Client accepting responsibility for any user's breach of the Agreement);
(f) keep and maintain all materials, training resources, equipment, documents and other property of the Supplier (Supplier Materials) which is provided to the Client in safe custody at its own risk. notifying Brovanture if The Client must maintain the Supplier Materials in good condition, and not dispose, copy of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
(g) ensure it becomes aware has all rights, consents and permissions required for its use of Third Party Content and that its said use will not infringe or otherwise violate or interfere with the rights, including the intellectual property rights, of any unauthorised third party;
(h) obtain and maintain all licences, consents, and permissions for which the Client is responsible and which are necessary for the Supplier, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(i) ensure that its network, systems and (where applicable) hosting providers comply with the relevant specifications or standards provided by the Supplier from time to time;
(j) ensure that its Authorised Users shall be fully responsible for arranging their own internet access to enable access to the Software;
(k) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet; and
(l) comply with all applicable laws and regulations with respect to its activities under the Agreement.
9.2 The Client acknowledges that the Supplier’s ability to provide the Services depends on the Client satisfactorily complying with the obligations stated in this Agreement and that should the Client delay or fail to perform any such obligations then the Supplier will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure.
9.3 The Client agrees and accepts that it is fully responsible for its use of all or part of the Services, including (without limitation) what to store or place on servers, the selection of appropriate methods for protecting or encrypting data or information within the Client’s custody or control and when and how best to use the Services, for which the Client agrees the Supplier shall have no responsibility.
4.2. 9.4 The Client shall not access, store, distribute or transmit any Viruses, or breach the terms of the Supplier’s Acceptable Use Policy.
9.5 The Client will ensure that reasonable security processes are followed regarding its use of the Services, which shall as a minimum ensure compliance with the terms of the Acceptable Use Policy. If the Client operates as a reseller, it will ensure that it imposes on its customers terms which reflect the security and other relevant requirements of this Agreement.
9.6 The Client undertakes that during the performance of the Services it shall not, and shall procure that its employeesnot permit others, sub-contractors to
(a) carry out any act which will, or is likely to, interfere with or compromise the security or proper functioning of the Services, including without limitation any attempt to probe or test the vulnerability of any Supplier system or any third party network connected to or accessible through Supplier systems, save that it shall not:upon prior notice of not less than 48 hours to the Supplier be permitted to carry out vulnerability scans against its own servers, on condition that they are non-destructive and do not adversely affect the operation of the Supplier’s services or systems;
4.2.1. use (b) permit any equipment owned, leased, maintained or controlled by it to interfere with or impair the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices provision of any connected networksService(s), unlawfully interfere with or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court impair the transmission or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access data or communication transmitted via Supplier systems or otherwise create, cause or contribute to the Services to creation or causing of a third party and hazard.
9.7 The Client shall use all reasonable endeavours to keep all prevent any unauthorised access to, or use of, the Services, including ensuring that login names, passwords and other confidential information relating to access to the Services are kept confidential and inaccessible available only to third parties;
4.2.3the Authorised Users. use In the event of any unauthorised access or permit use, the use of Client shall promptly notify the Services other than in accordance with the relevant DocumentationSupplier.
4.3. 9.8 The Client shall comply with not, without the Acceptable Use Policy. Ifprior written consent of the Supplier, in at any time during the opinion Project or for the period of Brovanture12 (twelve) months after the completion of the Project, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier, except that the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay in breach of this Clause 9.8 if it hires an employee or failure that results from the delay or failure sub- contractor of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture Supplier as a result of a recruitment campaign not specifically targeted to any failure employees or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result sub-contractors of the Client’s default under this AgreementSupplier.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Samples: General Terms and Conditions
Client’s Obligations. 4.1. At all times, throughout 6.1 To the term of this Agreementextent that the Supplier requires access to the Client’s Operating Environment to perform the Managed Services, the Client shall comply provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Managed Services subject to the Supplier complying with all obligations set out herein and, such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in all Schedules, including but not limited toadvance and in writing.
6.2 The Client shall:
4.1.1. providing reasonable access (a) use the Managed Services only for lawful purposes and in accordance with this Agreement;
(b) keep secure from third parties any passwords issued to the Client's premises and to relevant personnelClient by the Supplier;
4.1.2. taking decisions and making information available as requested by Brovanture either within (c) fully Virus-check all data supplied to the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard Supplier pursuant to this Agreement;
(d) make Client’s Operating Environment and Client-side Equipment, including authorising any change required to provide the Managed Services, accessible to the Services and/or DeliverablesSupplier’s support staff, enable logons or passwords required for such support staff (who will have their own logons); and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
4.1.4(e) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing;
(f) provide notice of intention to change applicable Client-side Equipment or Client Operating Environment or data-feeds that will directly impact the Managed Services;
(g) comply with the Acceptable Use Policy, provided that the Supplier gives not less than twenty (20) business days written notice to the Client of additions and changes to such Acceptable Use Policies. providing For the avoidance of doubt, if the Client is in breach of any terms found within the Acceptable Use Policy, the Supplier shall have the right to suspend the Managed Services without any liability to the Client as more fully set out in Clauses 14 and 15;
(h) be a bona fide licensed user of all materials Third Party Software and of the Client’s Software used by it;
(i) provide all information and make available all resources as reasonably required requested by Brovanture to enable Brovanture to perform Supplier in the execution of its obligations under this Agreement;
4.1.5(j) use best efforts to follow the instructions of Supplier support personnel and will remain courteous during any communications with Supplier personnel;
(k) gather all relevant information prior to requesting assistance including detailed fault description, and procedures required to replicate a problem if possible. ensuring that there is a legitimate licence for every copy Any additional information which may help in the diagnosis of a software programme fault should be included such as network configuration details;
(e.g. Oraclel) provide the Supplier with access to the Client-side Equipment or Client Operating Environment, as applicable via a secure broadband link operating at the industry accepted bandwidth for the purposes of remote diagnostics;
(m) agree that if, in the course of performing the Managed Services, it is necessary or desirable for the Supplier to access or use any Client-side Equipment, Client Software or Client Data (or which is in the possession of the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a non exclusive, royalty free licence, during the term of the Agreement to use the same solely for the purpose of delivering the Managed Services;
(n) provide the Supplier with:
(o) provide such personnel assistance, including the Client Support Team and that such licences permit use other Client personnel, as may be reasonably requested by Brovanture as required the Supplier from time to perform the Services and time;
(p) comply with such licence terms all applicable laws and conditions and providing a copy of such licence regulations with respect to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to its activities under this Agreement, including those set out in Clause 18; and
(q) carry out all other Client responsibilities set out in this Agreement or in any of the schedules in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary;
(r) in respect of any Microsoft funded services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work;
(s) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record and Digital Partner of Record for a minimum of twelve (12) months from project completion date; and
(t) maintain and allow the Supplier continuous global admin access to the Client’s relevant Microsoft cloud services portals for the duration of the Agreement.
6.3 In the event that the Client is in breach of its obligations under the Agreement (including payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) Business Days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Managed Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Managed Services fail to comply with the Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
6.4 The Client agrees and acknowledges the terms of the applicable Third Party Licences and that such terms shall form part of this Agreement. For the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacingdoubt, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access event the applicable Third Party Licences are not applicable to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use being received or permit delivered by the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services Supplier to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture , such agreements shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Clientapply.
Appears in 1 contract
Samples: Managed Service Agreement
Client’s Obligations. 4.1. At all times, throughout the term of this Agreement, the 43.1 The Client shall comply with all obligations set out herein and, in all Schedules, including but not limited toshall:
4.1.1. providing reasonable access (a) provide the Supplier with:
(i) all necessary co-operation in relation to the Client's premises and to relevant personnel;Agreement; and
4.1.2. taking decisions and making (ii) such documents, data, drawings, plans, diagrams, designs, reports, specifications or other information available as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture require; in order to provide the Services, including but not limited to Client Data, security access information and configuration services, and ensure all information is complete, true and accurate in all material respects;
4.1.7(b) appoint a representative, who shall have the authority contractually to bind the Client on matters relating to the Services;
(c) make available such Client staff and applicable sub-contractors or suppliers (if any) as may be required for the Supplier to provide the Services and ensure that they co-operate fully with the Supplier in all material respects;
(d) carry out all other Client responsibilities set out in the Agreement in a timely and efficient manner;
(e) ensure that the Services are used in accordance with the Agreement, Statement of Work and Service Catalog where applicable (the Client accepting responsibility for any user's breach of the Agreement);
(f) keep and maintain all materials, training resources, equipment, documents and other property of the Supplier (“Supplier Materials”) which is provided to the Client in safe custody at its own risk. notifying Brovanture if The Client must maintain the Supplier Materials in good condition, and not dispose, copy of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation;
(g) ensure it becomes aware has all rights, consents and permissions required for its use of Third Party Content and that its said use will not infringe or otherwise violate or interfere with the rights, including the intellectual property rights, of any unauthorised third party;
(h) obtain and maintain all licences, consents, and permissions for which the Client is responsible and which are necessary for the Supplier, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(i) ensure that its network, systems and (where applicable) hosting providers comply with the relevant specifications or standards provided by the Supplier from time to time;
(j) ensure that its Authorised Users shall be fully responsible for arranging their own internet access to enable access to the Software;
(k) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet; and
(l) comply with all applicable laws and regulations with respect to its activities under the Agreement.
43.2 The Client acknowledges that the Supplier’s ability to provide the Services depends on the Client satisfactorily complying with the obligations stated in this Agreement and that should the Client delay or fail to perform any such obligations then the Supplier will not be liable in any way for any delay, loss or damage, cost increase or other consequences arising from such failure.
43.3 The Client agrees and accepts that it is fully responsible for its use of all or part of the Services, including (without limitation) what to store or place on servers, the selection of appropriate methods for protecting or encrypting data or information within the Client’s custody or control and when and how best to use the Services, for which the Client agrees the Supplier shall have no responsibility.
4.2. 43.4 The Client shall not access, store, distribute or transmit any Viruses, or breach the terms of the Supplier’s Acceptable Use Policy.
43.5 The Client will ensure that reasonable security processes are followed regarding its use of the Services, which shall as a minimum ensure compliance with the terms of the Acceptable Use Policy. If the Client operates as a reseller, it will ensure that it imposes on its customers terms which reflect the security and other relevant requirements of this Agreement.
43.6 The Client undertakes that during the performance of the Services it shall not, and shall procure that its employeesnot permit others, sub-contractors to
(a) carry out any act which will, or is likely to, interfere with or compromise the security or proper functioning of the Services, including without limitation any attempt to probe or test the vulnerability of any Supplier system or any third party network connected to or accessible through Supplier systems, save that it shall not:upon prior notice of not less than 48 hours to the Supplier be permitted to carry out vulnerability scans against its own servers, on condition that they are non-destructive and do not adversely affect the operation of the Supplier’s services or systems;
4.2.1. use (b) permit any equipment owned, leased, maintained or controlled by it to interfere with or impair the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices provision of any connected networksService(s), unlawfully interfere with or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court impair the transmission or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access data or communication transmitted via Supplier systems or otherwise create, cause or contribute to the Services to creation or causing of a third party and hazard.
43.7 The Client shall use all reasonable endeavours to keep all prevent any unauthorised access to, or use of, the Services, including ensuring that login names, passwords and other confidential information relating to access to the Services are kept confidential and inaccessible available only to third parties;
4.2.3the Authorised Users. use In the event of any unauthorised access or permit use, the use of Client shall promptly notify the Services other than in accordance with the relevant DocumentationSupplier.
4.3. 43.8 The Client shall comply with not, without the Acceptable Use Policy. Ifprior written consent of the Supplier, in at any time during the opinion Project or for the period of Brovanture12 (twelve) months after the completion of the Project, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of the Supplier, except that the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay in breach of this Clause 9.8 if it hires an employee or failure that results from the delay or failure sub- contractor of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture Supplier as a result of a recruitment campaign not specifically targeted to any failure employees or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result sub-contractors of the Client’s default under this AgreementSupplier.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Samples: General Terms and Conditions
Client’s Obligations. 4.1. At 3.1 The Client shall:
3.1.1 provide SSL with:
(a) all times, throughout necessary co-operation and assistance in relation to this Agreement (including access to the term of this Agreement, Client’s environment and systems) as may be reasonably requested by SSL from time to time; and
(b) all necessary access to such information as may be required by SSL; in order to provide the Client shall comply with all obligations set out herein and, in all SchedulesProfessional Services and Software Service, including but not limited to:
4.1.1. providing reasonable to Client Data, security access information and software interfaces to the Client's premises and to relevant personnel’s other business applications;
4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to 3.1.2 without affecting its other obligations under this Agreement, including authorising any change comply with all applicable laws and regulations with respect to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations activities under this Agreement;
4.1.53.1.3 carry out all other Client responsibilities set out in this Agreement or in any of the Schedules in a timely and efficient manner. ensuring In the event of any delays in the Client's provision of such assistance, SSL may adjust any timetable or delivery date set out in this Agreement as reasonably necessary;
3.1.4 ensure that there is a legitimate licence for every copy of a software programme (e.g. Oracle) the Authorised Users use the Software Service in use and that such licences permit use by Brovanture as required to perform accordance with the Services and comply with such licence terms and conditions of this Agreement and providing a copy shall be responsible for any Authorised User's breach of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement; and
3.1.5 obtain and shall maintain all necessary licences, including for the avoidance of doubt all equipment consents, and secretarial services permissions necessary for the performance of the Services SSL, its contractors and delivery of the Deliverables and so as agents to enable Brovanture to properly fulfil its perform their obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the Servicesunder this Agreement.
4.2. 3.2 The Client shall not:
3.2.1 access, and shall procure that its employeesstore, sub-contractors distribute or transmit any Viruses, or any third party shall not:
4.2.1. material as part of its access use of the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networksSoftware Service that is: unlawful, or to transfer any illegal material (including but not limited to material which may be deemed to be offensiveharmful, abusive, indecentthreatening, defamatory, obscene, menacinginfringing, in contempt of Court harassing or in breach of copyrightracially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, confidentialitydiscrimination based on race, privacy gender, colour, religious belief, sexual orientation, disability, or any other rights)illegal activities;
4.2.2. divulge 3.2.2 attempt to copy, duplicate, modify, create derivative works from or distribute all or any passwords that allow portion of the Client Software Service except to have the extent expressly set out in this Agreement or as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
3.2.3 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties;
3.2.4 access all or any part of the Software Service in order to build a product or service which competes with the Software Service;
3.2.5 use the Software Service to provide services to third parties;
3.2.6 transfer, temporarily or permanently, any of its rights under this Agreement, or
3.2.7 attempt to obtain, or assist third parties in obtaining, access to the Services Software Service outside of any such access by a Third Party Data Feed; and SSL reserves the right without liability to a third party and the Client or prejudice to SSL’s other rights, to disable the Client’s or an Authorised Users access to the Software Service if the provisions of this clause 3 are breached.
3.3 The Client shall use all reasonable endeavours to keep all passwords confidential prevent any unauthorised access to, or use of, the Software Service and inaccessible notify SSL promptly of any such unauthorised access or use.
3.4 In relation to third partiesAuthorised Users:
3.4.1 the Client's access to the Software Service shall initially be limited to the number of User Subscriptions set out in Part 1 of Schedule 1;
4.2.3. use or permit 3.4.2 the Client shall maintain a written list of current Authorised Users, and the Client shall provide such list to SSL as may be reasonably requested by SSL from time to time;
3.4.3 the Client shall ensure that each Authorised User keeps a secure password for their use of the Services other Software Service, that such password is changed no less frequently than in accordance with monthly and that each Authorised User keeps their password confidential;
3.4.4 the relevant Documentation.
4.3. The Client shall comply not permit any person who is not an Authorised User to access or use the Software Service or allow any User Subscription to be used by more than one Authorised User;
3.4.5 SSL may audit the Client’s and Authorised User’s use of the Software Service. Such audit may be conducted no more than once per quarter, at SSL’s expense, and shall be exercised with the Acceptable Use Policy. Ifreasonable prior notice, in a manner so as to not substantially interfere with Client's normal conduct of business; and
3.4.6 if such audit reveals that the opinion Client has underpaid the Subscription Charges to SSL and allowed more Authorised Users to access or use the Software Service than the number of BrovantureUser Subscriptions it has in place, then without prejudice to SSL's other rights, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services shall pay to the Client and may restrict or block Internet traffic SSL an amount equal to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken shortfall (on the basis of advice given by Brovanture will remain with the ClientSubscription Charges that would have been payable had the Client had the correct number of User Subscriptions in respect of such usage).
Appears in 1 contract
Samples: Software Service Agreement
Client’s Obligations. 4.1. At 4.1 The Client shall:
(a) co-operate with the Supplier in all timesmatters relating to the Services;
(b) provide the Supplier with access to (i) the Client’s premises and other facilities; and (ii) appropriate members of the Client's staff and equipment, throughout (including enabling logons and/or passwords) as such access is reasonably requested by the term Supplier, in order for the Supplier to perform the Services;
(c) provide such information, documentation and data as the Supplier may reasonably request in order for the Supplier to perform the Services in a timely manner and ensure that such information is accurate in all material respects;
(d) shall remain responsible for the use of the Services under its control, including any use by third parties that the Client has authorised to use the Services.
(e) shall not provide the Services to third parties without the prior written consent of the Supplier.
(f) ensure it has suitable licences in place, before the date on which the Services are to start, for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(g) keep secure from third parties any passwords issued to the Client by the Supplier;
(h) fully virus-check all data supplied to the Supplier pursuant to this Agreement;
(i) permit the Supplier to install the current version of software required to provide the Services from time to time when upgrades or fixes occur (if such is included within the scope of the Services) and to provide a reasonable level of assistance in implementation and testing;
(j) maintain and allow the Supplier or its designated subcontractors and third parties, the Client shall comply with all obligations set out herein and, in all Schedules, including but not limited to:
4.1.1. providing reasonable necessary admin access to the Client's premises ’s relevant servers, networking systems and to relevant personnel;
4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions cloud Services portals for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under duration of this Agreement;
4.1.5. ensuring (k) agree that there if, in the course of performing the Services, it is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including necessary or desirable for the avoidance Supplier to access or use any Client owned equipment, Client software or Client data (or which is in the possession of doubt all equipment and secretarial services necessary the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of the Agreement to use the same solely for the performance purpose of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide delivering the Services;
4.1.7(l) appoint designated primary contacts who manage any escalation and who shall be the key personnel for the Supplier to co-ordinate with. notifying Brovanture if it becomes aware of any unauthorised use of all or part Further the Client warrants that the designated primary contacts shall have sufficient authority to give instructions on behalf of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material adding additional Services) which shall be binding upon the Client if such instructions are agreed by the Supplier;
(m) (for procurement of Microsoft products only) adhere and agree to the Microsoft Customer Agreement (“Customer Agreement”) and Schedule 3, which is a direct agreement between Client and Microsoft and is a condition of Cloud Solution Provider Program that the Client enters into this agreement, the terms of which are found at xxxxx://xxx.xxxxxxxxx.xxx/licensing/docs/customeragreement and which may be deemed updated from time to time;
(n) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite, Operations Management Suite or Microsoft 365) the Supplier will be offensive, abusive, indecent, defamatory, obscene, menacingassigned to the cloud subscription/s as the Digital Partner of Record and/or Claiming Partner of Record) Partner Admin Link (PAL) (as applicable) and/or given Delegated Administration Privileges (DAP) and/or Granular Delegated Admin Privileges (GDAP) and/or Admin on Behalf of (AOBO) (as applicable) for the Term. For the avoidance of doubt, in contempt the event Microsoft adds to, updates and/or replaces any of Court or in breach of copyrightthe foregoing designations, confidentialitythis Clause Error! Reference source not f ound. will apply to any such added, privacy or other rights)updated and/or replaced designations from time to time ;
4.2.2(o) in respect of any Microsoft funded services (if applicable), sign and deliver the Microsoft Proof of Execution (“XXX”) within seven (7) days of the date of issue by Microsoft. divulge any passwords In the event that allow the Client does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to have access charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
(p) keep and maintain all materials, equipment, documents and other property of the Supplier (“Supplier Materials”) at the Client’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Services to a third party Supplier, and shall not dispose of or use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use of the Services Supplier Materials other than in accordance with the relevant Documentation.Supplier’s written instructions or authorisation; and
4.3. The (q) adhere to the dates scheduled for provision of Services by the Supplier to the Client shall comply with the Acceptable Use Policy. If, as stated in the opinion applicable Statement of BrovantureWork or otherwise agreed between the Parties in writing. If the Client wishes to reschedule or cancel the dates for the provision of the Services, the Supplier will use reasonable endeavours to re-assign allocated resources to other clients. If such re- assignment is not possible and the Client has not provided more than fourteen (14) days advance written notice, then unless otherwise stated in the applicable Statement of Work, the Client shall be liable to pay the following cancellation charges (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has violated been performed:
(i) if dates are changed or cancelled at the Acceptable Use PolicyClient’s request more than fourteen (14) days before the scheduled start date no Cancellation Charges are payable;
(ii) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
(iii) if dates are changed or cancelled less than seven (7) days before the scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable, Brovanture and as a result of such rescheduling or cancellation, the Supplier may suspend extend any performance timelines specified under a Statement of Work.
4.2 The Client will be responsible for obtaining and maintaining the provision Client's own compatible computer system being all such equipment, software and communications lines, including any public lines required by the Client to access the Services ("Client's Equipment"). Supplier has no responsibility for or liability with respect to the Client's Equipment unless such Equipment was supplied by Supplier.
4.3 The Client acknowledges that Supplier does not operate or exercise control over, and accepts no responsibility for the content of all the Clients Materials received on the System.
4.4 If the Supplier considers that the Client is not, or part may not, be complying with any of the Client's obligations, it shall be entitled to rely on this as relieving the Supplier's performance under this Agreement if the Supplier, promptly after the actual or potential non-compliance has come to its attention, has notified details of it to the Client in writing.
4.5 If the Supplier cannot perform or is delayed in performing any of its obligations in respect of the Services and Deliverables due to an act or omission by the Client or failure by the Client to perform any relevant obligation (“Client Default”):
(a) the Supplier shall (without limiting its other rights or remedies) have the right to suspend supply of the Services until the Client remedies the Client Default, and until the Client Default is remedied the Supplier shall be relieved from performing any of its obligations under the Contract, if such obligations cannot be performed due to the Client and may restrict or block Internet traffic to or from Default;
(b) the Services.
4.4. Brovanture Suppler shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand have no liability for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied incurred by the Client which arise directly or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with indirectly from the Client's failure or delay to perform any of its obligations as set out in this Clause 4; and
(c) the Client shall reimburse the Supplier for any costs or losses arising directly or indirectly from the Client Default.
Appears in 1 contract
Samples: Master Services Agreement
Client’s Obligations. 4.113.1. At all times, throughout the term of this Agreement, the Client shall provide Springpod with the following :
13.1.1. All necessary cooperation in relation to this Agreement ; and
13.1.2. All necessary access to such information as may be required by Springpod to provide the Service , including Client Materials , security access information , and configuration services. Client represents and warrants that it has obtained the necessary rights fo r Springpod to use any Client Materials.
13.2. Without affecting its other obligations under this Agreement , Client will comply with all obligations applicable laws and regulations concerning its activities under this Agreement .
13.3. Client will c arry out all other Client respon sibilities set out herein andin this Agreement and any project timeline , documents , charts shared with them or an Order in a timely and efficient manner (provided, if there are any delays in Client 's provision of such assistance as agreed by the parties, Springpod m ay adjust any agreed timetable or delivery schedule as reasonably necessary, which may mean the postponement of delivery until the next most viable time to achieve the goals of both parties ) .
13.4. Client will e nsure that the Authorised Users use the Services per the terms and conditions of this Agreement and shall be responsible for any Authorised User 's breach of this Agreement .
13.5. Client will o btain and shall maintain all Schedulesnecessary licences, consents, and permissions necessary for Springpod, its contractors an d agents to perform their obligations under this Agreement , including but , without limitation , the Service .
13.6. Client hereby grants to Springpod for the Term , a worldwide, non - exclusive, non - transferable, irrevocable (during the Term), non - assignable (except as p rovided in Clause 19.1), sublicensable , royalty - free licence to store, upload, distribute, transmit, reproduce, and otherwise use Client Materials for the purpose of providing the Service, including for marketing purposes.
13.7. Client shall own all rights, titl e, and interest in and to all Client Materials that are not limited to:personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Client Materials .
4.1.113.8. providing reasonable Client agrees to abide by and maintain adequate data security measures consistent with industry standards and technology best practices, such as those detailed in the BS: EN ISO27001 (Information Security Standard), to protect access to their information, applications, or systems by an unauthorised person.
13.9. To the Client's premises and to relevant personnel;
4.1.2. taking decisions and making information available as requested by Brovanture either within extent that Client processes personal data in connection with the timescales reasonably required by Brovanture or in the absence performance of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its their obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and , Client will comply with such licence terms all applicable laws and conditions legal requirements to disclose their privacy practices to customers.
13.10. Client repr esents and providing a copy warrants that Client has implemented reasonable administrative, managerial, and technical safeguards appropriate to the nature and sensitivity of such licence to Brovanture information processed by Springpod.
13.11. Client represents and safely storing all diskswarrants that Client has not and will not make any disclosure that has been inaccurate, manualsmisleading, hard copy licence agreements and/or documentation relating to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreementdeceptive, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture or in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware violation of any unauthorised use of all or part of the Servicesapplicable law.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Samples: Agency Terms of Business Agreement
Client’s Obligations. 4.1. At all times, throughout 2.1 The Client shall:
(a) co-operate with the term of this Agreement, the Client shall comply with all obligations set out herein and, Supplier in all Schedules, including but not limited to:matters relating to the Services;
4.1.1. providing reasonable (b) provide the Supplier with access to appropriate members of the Client's premises staff and equipment, (including enabling logons and/or passwords) as such access is reasonably requested by the Supplier, in order for the Supplier to relevant personnelperform the Services;
4.1.2. taking decisions (c) provide such information, documentation and making information available data as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or request in order for the absence of Supplier to perform the Services in a required timescale as soon as reasonably practicable following the request being madetimely manner;
4.1.3. appointing an authorised person who (d) use the Services only for lawful purposes and in accordance with this Agreement and not store, distribute or transmit any material through the Services that:
(i) is able to make binding decisions unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images; and/or
(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities.
(e) shall remain responsible for the Client with regard to this Agreementuse of the Services under its control, including authorising any change use by third parties that the Client has authorised to use the Services;
(f) shall not provide the Services to third parties without the prior written consent of the Supplier;
(g) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services and/or Deliverablesprovided;
4.1.4. providing (h) keep secure from third parties any passwords issued to the Client by the Supplier;
(i) fully virus-check all materials reasonably required by Brovanture data supplied to enable Brovanture the Supplier pursuant to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy (j) permit the Supplier to upload to the Client’s cloud environment the current version of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform provide the Services from time to time when upgrades or fixes occur and comply with such licence terms to provide a reasonable level of assistance in implementation and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such softwaretesting;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement(k) agree that if, including in the course of performing the Services, it is necessary or desirable for the avoidance Supplier to access or use any Client owned equipment, Client software or Client data (or which is in the possession of doubt all equipment and secretarial services necessary the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of the Agreement to use the same solely for the performance purpose of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide delivering the Services;
4.1.7(l) appoint designated Client Representatives who manage any escalation and who shall be the key personnel for the Supplier to co-ordinate with. notifying Brovanture if it becomes aware of any unauthorised use of all or part Further the Client warrants that the designated Client Representatives shall have sufficient authority to give instructions on behalf of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material adding additional Services) which may shall be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights)binding upon the Client if such instructions are agreed by the Supplier;
4.2.2(m) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable SOW or otherwise agreed between the Parties in writing. divulge any passwords that allow In the event the Client wishes to reschedule or cancel the dates for the provision of Services, cancellation charges (“Cancellation Charges”) will become payable from the Client to have access the Supplier on the following basis:
(i) if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Cancellation Charges are payable;
(ii) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third partiesbe provided at that time will be payable;
4.2.3. use (iii) if dates are changed or permit cancelled less than seven (7) days before the use scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of Fees for the Services to be provided at that time will be payable, as a result of such rescheduling or cancellation, the Client and Supplier may restrict or block Internet traffic extend any performance timelines specified under a SOW; and
(n) comply with all applicable laws, statutes, regulations from time to or from the Servicestime in force.
4.4. Brovanture 2.2 The Supplier shall not be liable for any loss, damage, delay or failure that results from entitled to rely on this Clause 2.2 as relieving the delay or failure Supplier of the Client to comply with its performance obligations under this Agreement if the Supplier:
(a) considers that the Client is not, or may not, be complying with any of the Client's obligations; and
(b) promptly notifies the Client in writing of the actual or potential non-compliance after it has come to its attention.
2.3 The Client agrees and acknowledges the terms of the applicable Licence Agreements (which shall be set out in the applicable SOW or as notified by the Supplier to the Client from time to time) shall form part of this Agreement. For the avoidance of doubt, the Client shall give express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order that the Supplier may fulfil the Services and to provide such Third Party Services and the time Client shall not hold the Supplier liable for performance any loss or damage caused by accepting such Licence Agreements on behalf of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The In the event the applicable Licence Agreements are not applicable to the Services being received or delivered by the Supplier to the Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture , such agreements shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Clientapply.
Appears in 1 contract
Samples: Service Agreement
Client’s Obligations. 4.1. At all times, throughout 3.1 The Client shall:
(a) co-operate with the term of this Agreement, the Client shall comply with all obligations set out herein and, Supplier in all Schedules, including but not limited to:matters relating to the Services;
4.1.1. providing reasonable (b) provide the Supplier with access to appropriate members of the Client's premises staff and equipment, (including enabling logons and/or passwords) as such access is reasonably requested by the Supplier, in order for the Supplier to relevant personnelperform the Services;
4.1.2. taking decisions (c) provide such information, documentation and making information available data as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or request in order for the absence of Supplier to perform the Services in a required timescale as soon as reasonably practicable following the request being madetimely manner;
4.1.3. appointing an authorised person who (d) use the Services only for lawful purposes and in accordance with this Agreement and not store, distribute or transmit any material through the Services that:
(i) is able to make binding decisions unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images; and/or
(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities.
(e) shall remain responsible for the Client with regard to this Agreementuse of the Services under its control, including authorising any change use by third parties that the Client has authorised to use the Services.
(f) shall not provide the Services to third parties without the prior written consent of the Supplier.
(g) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services and/or Deliverablesprovided;
4.1.4. providing (h) keep secure from third parties any passwords issued to the Client by the Supplier;
(i) fully virus-check all materials reasonably required by Brovanture data supplied to enable Brovanture the Supplier pursuant to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy (j) permit the Supplier to install the current version of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform provide the Services from time to time when upgrades or fixes occur and comply with such licence terms to provide a reasonable level of assistance in implementation and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such softwaretesting;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant (k) maintain and allow the Supplier continuous exclusive global admin access unless set out in the Proposal to the Client’s relevant Microsoft cloud Services portals for the duration of this Agreement;
(l) agree that if, including in the course of performing the Services, it is necessary or desirable for the avoidance Supplier to access or use any Client owned equipment, Client software or Client data (or which is in the possession of doubt all equipment and secretarial services necessary the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of the Agreement to use the same solely for the performance purpose of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide delivering the Services;
4.1.7(m) appoint designated primary contacts who manage any escalation and who shall be the key personnel for the Supplier to co-ordinate with. notifying Brovanture if it becomes aware of any unauthorised use of all or part Further the Client warrants that the designated primary contacts shall have sufficient authority to give instructions on behalf of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material adding additional Services) which shall be binding upon the Client if such instructions are agreed by the Supplier;
(n) (for procurement of Microsoft products only) adhere to the CSP customer agreement (“CSP Agreement”) and Schedule 2, which is a direct agreement between Client and Microsoft and is a condition of Cloud Solution Provider Program that the Client enters into this agreement, the terms of which are found at xxxxx://xxx.xxxxxxxxx.xxx/licensing/docs/customeragreement and which may be deemed updated from time to time;
(o) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite, Operations Management Suite or Microsoft 365) the Supplier will be assigned to the cloud subscription/s as the Digital Partner of Record and or Claiming Partner of Record) for a minimum of twelve (12) months from project completion date;
(p) adhere to the dates and/ or times scheduled for provision of Services by the Supplier to the Client as stated in the applicable Proposal or otherwise agreed between the parties in writing. In the event the Client wishes to reschedule or cancel the dates and/or times for the provision of Services (which also includes failing to attend any meetings), the Supplier may charge a reasonable fee based on their standard rate to take into account time already allocated. As a result of such rescheduling or cancellation, the Supplier may extend any performance timelines specified under a Proposal.
3.2 If the Supplier considers that the Client is not, or may not, be complying with any of the Client's obligations, it shall be entitled to rely on this as relieving the Supplier's performance under this Agreement if the Supplier, promptly after the actual or potential non-compliance has come to its attention, has notified details of it to the Client in writing.
3.3 The Client agrees and acknowledges the terms of the applicable Licence Agreements (which shall be set out in the applicable Proposal or as notified by the Supplier to the Client from time to time) and the terms of the CSP Agreement shall form part of this Agreement. [For the avoidance of doubt, you shall give express authority to the Supplier to agree and accept any Licence Agreements which need to be offensive, abusive, indecent, defamatory, obscene, menacing, accepted in contempt order that the Supplier may fulfil the Services and to provide such Third Party Services and you shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2the Client]. divulge any passwords that allow In the Client to have access event the applicable Licence Agreements and/or the CSP Agreement is not applicable to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use being received or permit delivered by the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services Supplier to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture , such agreements shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Clientapply.
Appears in 1 contract
Samples: Master Services Agreement
Client’s Obligations. 4.110.1. At all times, throughout the term of this Agreement, the Client shall comply with all obligations set out herein and, and in all SchedulesAccepted SOWs and all additional terms and conditions referred to therein, including but not limited to:
4.1.110.1.1. providing reasonable access to the Client's premises ’s Site, Client’s Website and to relevant personnelpersonnel at the request of AIM;
4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.310.1.2. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or DeliverablesDeliverables and taking decisions and making information available as requested by AIM either within the timescales reasonably required by AIM or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.410.1.3. ensuring that its systems meet any minimum system specifications notified to the Client by AIM from time to time;
10.1.4. ensuring that it keeps regular and full back ups of all material and data hosted by AIM on any Client Website or other system operated by the Client on a daily basis (or more frequent basis if required by best computing practice). For the avoidance of any doubt AIM will have no obligation to attempt to restore any lost material or data of the Client's;
10.1.5. providing all materials reasonably required by Brovanture AIM to enable Brovanture AIM to perform its obligations under this AgreementAgreement and the Client hereby grants to AIM a worldwide, non-exclusive, royalty free licence to use, store and maintain all material provided to AIM, or used, stored or processed through the Client’s use of the Services, on AIM’s servers and publish such material on the Internet for the purpose of providing the Services to Client. The Client warrants that all such materials will be accurate in all material respects and will not include material which is illegal, the accessing holding transmitting or supplying of which would be a criminal offence or which is otherwise unlawful or in breach of any applicable law or code of practice applying to such materials. In particular, the Client warrants that all necessary licences, consents and waivers (including those from rights owners, performers and other contributors) are obtained and paid for by the Client. The Client warrants that all such material does not infringe the intellectual property rights of any third party and it has the authority to grant the licence in this clause to us and will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use of the Services or of any claim or action that any such material infringes, or allegedly infringes, the Intellectual Property Rights of a third party. Without prejudice to the foregoing, AIM may decline to use any materials provided by the Client on any reasonable grounds;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and comply with such licence terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such software;
4.1.610.1.6. providing reasonable facilities which may be required by Brovanture AIM pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture AIM to properly fulfil its obligations hereunder providing access hereunder;
10.1.7. ensuring that it has all necessary consents, permissions and licences to make use of the Services and procuring all personnel necessary rights from third parties (including Intellectual Property Rights licences of computer software and timely decision-making reasonably website content) which are from time to time required by Brovanture in order for AIM to be able legally to provide the ServicesServices to the Client;
4.1.710.1.8. notifying Brovanture if it becomes ensuring that all persons who access or use the Services are aware of the terms of this Agreement, including any Acceptable Use Policy;
10.1.9. comply with any security policy notified to it from time to time by AIM and, in particular, ensure that all passwords and user names provided to it by AIM are at all times kept confidential, used properly and not disclosed to unauthorised people. If the Client has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or of any other breach of security then the Client will inform AIM immediately; and
10.1.10. being entirely liable for all activities conducted and charges incurred under its passwords and user names whether authorised by it or part not and the Client acknowledges that AIM shall not be liable for any loss of confidentiality or for any damages arising from the ServicesClient's inability to comply with this Agreement. It is the Clients responsibility to ensure that their network is configured in a secure manner. A Client may not, through action or inaction, allow others to use their network for illegal or inappropriate actions. A Client may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner;
10.1.11. ensuring that all communication details which it provides to AIM are at all times true, current, accurate and complete. The Client will promptly notify AIM of any change to such details and acknowledges that AIM will not be liable for any loss suffered or incurred by the Client as a result of its failure to notify such changes to AIM. Clients are advised that a failure to at all times have true, accurate and complete communication details may result in the temporary suspension of a Client's account.
4.210.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.110.2.1. be under the age of 18;
10.2.2. be legally incapable of entering into binding contracts;
10.2.3. use the Equipment and Infrastructure or the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Samples: Master Services Agreement
Client’s Obligations. 4.110.1 The Client hereby acknowledges and agrees that it is responsible for issuing User usernames and passwords (other than the single original user account set up on implementation by Monterpoint Technologies), and inputting Data. At all times, throughout the term of this Agreement, Monterpoint Technologies shall not be liable for (i) any delay or failure by the Client shall comply with all obligations set out herein and, in all Schedules, including but not limited to:to do so; or (ii) verifying whether the Data is correct or accurate or whether the usernames and passwords are sufficiently secure.
4.1.1. providing reasonable 10.2 The Client hereby acknowledges and agrees that it is solely responsible for procuring and paying for access to the internet for all of the Client's premises ’s Users.
10.3 The Client hereby grants Monterpoint Technologies a non-exclusive, worldwide, royalty-free licence to use, reproduce and display the Data (including the Intellectual Property Rights therein) for the purposes of providing the Services.
10.4 The Client hereby represents, undertakes and warrants that:
10.4.1 the Client owns all rights in the Data necessary to relevant personnelgrant Monterpoint Technologies the right to carry out its obligations pursuant to this Agreement;
4.1.2. taking decisions 10.4.2 the Data does not and making will not contravene or breach any applicable law, regulation code of practice or directive including, without limitation, investment or financial services legislation or regulation or data protection legislation or regulation and that the use of the Data will not contravene any applicable law, regulation or industry standard; and
10.4.3 the Data does not and will not infringe any Intellectual Property Rights or other rights of any person, nor are they obscene, defamatory, libellous or slanderous, nor will it cause injury to, invade the privacy of or otherwise violate other rights of any person;
10.4.4 all information available as requested supplied by Brovanture either within the timescales reasonably required by Brovanture or Client for the purpose of registering the Administrator is true, complete and accurate in the absence of a required timescale all respects and it shall notify Monterpoint Technologies as soon as reasonably practicable following the request being madeof all changes to such information;
4.1.3. appointing an 10.4.5 it shall keep and, where relevant, shall procure that all its employees keep confidential the username(s) and password(s) provided by Monterpoint Technologies to the Administrator or by the Administrator to User(s);
10.4.6 it shall procure that no unauthorised access to and/or use is made of the Services utilising the usernames or passwords allocated to the Administrator and/or the Users;
10.4.7 it shall be liable for all access to and use of the Services, and shall pay all Fees incurred in respect thereof, whether authorised person who is able to make binding decisions for by the Client with regard or not;
10.4.8 it shall inform Monterpoint Technologies immediately if it has any reason to this Agreement, including authorising believe that any change of the Administrator’s and/or the Users’ usernames and passwords become known to any individuals not authorised to use them or if the Services and/or Deliverablesare being or are likely to be used in an unauthorised way;
4.1.4. providing 10.4.9 it shall procure that all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required to perform the Services and Users comply with such licence these terms and conditions and providing a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating the extent the same are applicable to such software;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the ServicesUsers.
4.2. 10.5 The Client shall not, hereby fully indemnifies and shall procure that undertakes to keep Monterpoint Technologies fully indemnified (and its employees, sub-contractors directors and agents) forthwith on demand against any actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or any consequential loss howsoever arising (including reasonable legal costs and expenses) and suffered or incurred by Monterpoint Technologies as a result of a third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation claim against Monterpoint Technologies and regulations governing the Internet or accepted Internet practices and practices arising directly out of any connected networks, breach or to transfer alleged breach of any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, of the warranties made by the Client in contempt of Court or this Agreement.
10.6 In the event that the Client is in breach of copyrightthis clause 9, confidentialityMonterpoint Technologies, privacy or without prejudice to any other rights);
4.2.2. divulge any passwords that allow the Client to rights it may have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use in respect of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. Ifsuch breach, in the opinion of Brovanture, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services to the Client without notice and may restrict or block Internet traffic to or from the Services.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure such suspension of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this AgreementServices.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Client’s Obligations. 4.1. At The Client shall:
(a) provide P2P with:
(i) all times, throughout the term of necessary co-operation in relation to this Agreement; and
(ii) all necessary access to such information as P2P may require, in order to provide the Client shall Service;
(b) comply with all obligations set out herein and, in all Schedules, including but not limited to:
4.1.1. providing reasonable access applicable laws and regulations with respect to the Client's premises and to relevant personnel;
4.1.2. taking decisions and making information available as requested by Brovanture either within the timescales reasonably required by Brovanture or in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations activities under this Agreement;
4.1.5(c) carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. ensuring In the event of any delays in the Client’s provision of such assistance as agreed by the parties, P2P may adjust any agreed timetable (i.e. in relation to set-up or payment of Fees) or delivery schedule as reasonably necessary and without liability to the Client;
(d) ensure that there access to the Service is a legitimate licence for every copy only made available to authorised users of a software programme (e.g. Oracle) in use the Client and that such licences permit all access credentials (including user names and passwords) are kept secure, using appropriate technical and organisational measures;
(e) ensure that its authorised users use the Service in accordance with this Agreement and shall be responsible for any breach of this Agreement by Brovanture as required to perform its users of the Services Service;
(f) ensure that its network and systems comply with such licence terms the relevant specifications provided by P2P from time to time and conditions otherwise meet good industry standards;
(g) be solely responsible for procuring and providing a copy of such licence maintaining its network connections and telecommunications links from its systems to Brovanture P2P’s data centres and safely storing systems, and all disksproblems, manualsconditions, hard copy licence agreements and/or documentation delays, delivery failures and all other loss or damage arising from or relating to such softwarethe Client’s network connections or telecommunications links or caused by the internet;
4.1.6. providing reasonable facilities which may be required (h) subject to any additional access granted by Brovanture pursuant to this Agreement, including only access the Service for the avoidance Client’s own internal business purposes. Otherwise, the Client shall not access the Service for or on behalf of doubt all equipment and secretarial services necessary for a third party or allow any other person to access the performance of Service or disclose the Services and delivery of the Deliverables and so as Service to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture any person in order to provide the Servicesany other way whatsoever;
4.1.7. notifying Brovanture if (i) ensure that when transmitting sensitive/confidential information to the Service (for example, payment card details, or personal data (as defined in applicable laws)) it becomes aware of shall use the secure SSL connections provided by P2P from time to time;
(j) save to the extent set out in this Agreement, not sub-contract, sub-licence, assign, transfer or resell any unauthorised use of all or part of the Services.Service; and
4.2(k) procure that its systems and equipment meet P2P’s minimum system requirements and continue to do so for the duration of this Agreement. The Client shall not, provide P2P with such reasonable information and access to its equipment as P2P may require to monitor compliance with the minimum system requirements and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. use the Services in an unlawful manner or in contradiction of published legislation and regulations governing the Internet or accepted Internet practices and practices notify P2P of any connected networks, or to transfer any illegal material (including but not limited to material which may be deemed to be offensive, abusive, indecent, defamatory, obscene, menacing, in contempt of Court or in breach of copyright, confidentiality, privacy or other rights);
4.2.2. divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties;
4.2.3. use or permit the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. If, significant changes in the opinion of Brovantureway it accesses the Service, the Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all its systems or part of the Services to the Client and may restrict or block Internet traffic to or from the Servicesprocesses.
4.4. Brovanture shall not be liable for any loss, damage, delay or failure that results from the delay or failure of the Client to comply with its obligations under this Agreement and the time for performance of Brovanture obligations under this Agreement shall be extended by Brovanture a result of any failure or delay by the Client. The Client shall reimburse Brovanture on written demand for any costs or losses sustained as a direct or indirect result of the Client’s default under this Agreement.
4.5. Brovanture shall not be responsible for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on the basis of advice given by Brovanture will remain with the Client.
Appears in 1 contract
Client’s Obligations. 4.1. At 3.1 The Client shall:
(a) co-operate with the Supplier in all timesmatters relating to the Services;
(b) provide the Supplier with access to appropriate members of the Client’s staff and equipment, throughout (including enabling logons and/or passwords) as such access is reasonably requested by the term of this Agreement, the Client shall comply with all obligations set out herein andSupplier, in all Schedules, including but not limited to:
4.1.1. providing reasonable access order for the Supplier to perform the Client's premises and to relevant personnelServices;
4.1.2. taking decisions (c) provide such information, documentation and making information available data as requested by Brovanture either within the timescales Supplier may reasonably required by Brovanture or request in the absence of a required timescale as soon as reasonably practicable following the request being made;
4.1.3. appointing an authorised person who is able to make binding decisions order for the Client with regard to this Agreement, including authorising any change to the Services and/or Deliverables;
4.1.4. providing all materials reasonably required by Brovanture to enable Brovanture to perform its obligations under this Agreement;
4.1.5. ensuring that there is a legitimate licence for every copy of a software programme (e.g. Oracle) in use and that such licences permit use by Brovanture as required Supplier to perform the Services and comply with such licence terms and conditions and providing in a copy of such licence to Brovanture and safely storing all disks, manuals, hard copy licence agreements and/or documentation relating to such softwaretimely manner;
4.1.6. providing reasonable facilities which may be required by Brovanture pursuant to this Agreement, including for the avoidance of doubt all equipment and secretarial services necessary for the performance of the Services and delivery of the Deliverables and so as to enable Brovanture to properly fulfil its obligations hereunder providing access to all personnel and timely decision-making reasonably required by Brovanture in order to provide the Services;
4.1.7. notifying Brovanture if it becomes aware of any unauthorised use of all or part of the Services.
4.2. The Client shall not, and shall procure that its employees, sub-contractors or any third party shall not:
4.2.1. (d) use the Services only for lawful purposes and in an unlawful manner accordance with this Agreement and not store, distribute or in contradiction of published legislation and regulations governing transmit any material through the Internet or accepted Internet practices and practices of any connected networksServices that:
(i) is unlawful, or to transfer any illegal material (including but not limited to material which may be deemed to be offensiveharmful, abusive, indecentthreatening, defamatory, obscene, menacing, in contempt of Court harassing or in breach of copyright, confidentiality, privacy racially or other rights)ethnically offensive;
4.2.2. divulge any passwords that allow the Client to have access to the Services to a third party and shall use all reasonable endeavours to keep all passwords confidential and inaccessible to third parties(ii) facilitates illegal activity;
4.2.3. use (iii) depicts sexually explicit images; and/or
(iv) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or permit any other illegal activities.
(e) shall remain responsible for the use of the Services other than in accordance with the relevant Documentation.
4.3. The Client shall comply with the Acceptable Use Policy. Ifunder its control, in the opinion of Brovanture, the including any use by third parties that Client has violated the Acceptable Use Policy, Brovanture may suspend the provision of all or part of the Services authorised to the Client and may restrict or block Internet traffic to or from use the Services.
4.4. Brovanture (f) shall not be liable provide the Services to third parties without the prior written consent of the Supplier.
(g) ensure it has suitable licences in place for any loss, damage, delay or failure that results third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(h) keep secure from the delay or failure of third parties any passwords issued to the Client by the Supplier;
(i) fully virus-check all data supplied to comply with its obligations under the Supplier pursuant to this Agreement Agreement;
(j) permit the Supplier to install the current version of software required to provide the Services from time to time when upgrades or fixes occur and the time for performance to provide a reasonable level of Brovanture obligations under this Agreement shall be extended by Brovanture a result assistance in implementation and testing;
(k) in respect of any failure or delay by Microsoft funded Services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work;
(l) maintain and allow the Supplier continuous global admin access to the Client. The ’s relevant Microsoft cloud Services portals for the duration of this Agreement;
(m) agree that if, in the course of performing the Services, it is necessary or desirable for the Supplier to access or use any Client shall reimburse Brovanture on written demand for any costs owned equipment, Client software or losses sustained as a direct Client data (or indirect result which is in the possession of the Client’s default ) then it shall where it is able to under this Agreement.
4.5. Brovanture shall not be responsible the terms of its existing licences grant to Supplier a nonexclusive, royalty free licence, during the term of th Agreement to use the same solely for products or services supplied which incorporate or are based upon information or materials supplied by the Client or third parties. Responsibility for decisions taken on purpose of delivering the basis of advice given by Brovanture will remain with the Client.Services;
Appears in 1 contract
Samples: Professional Services
