Client’s Obligations. 6.1 The Client shall: (a) co-operate with K+C in all matters relating to the Works; (b) comply with all Applicable Laws; (c) appoint Contract Manager (in accordance with Clause 27) in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind K+C on all matters relating to the relevant Works; (d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible); (e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control; (f) provide, for K+C, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C including any such access as is specified in a Statement of Work; (g) provide to K+C in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C in connection with the Works and ensure that they are accurate and complete in all material respects; (h) inform K+C of all health and safety and security requirements that apply at the Client's premises; (i) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Works; (j) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C to provide the Works, including the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works are to start; (k) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work; (l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times. 6.2 If K+C's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force rates.
Appears in 2 contracts
Samples: Master Terms Agreement, Master Terms Agreement
Client’s Obligations. 6.1 6.1. The Client shall:
(a) 6.1.1. co-operate with K+C the Company in all matters relating to the WorksServices;
(b) comply with all Applicable Laws;
(c) 6.1.2. appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of Work, such ;
6.1.3. identify the person appointed as identified manager in the Statement of Work. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant Works;
Services (d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possibleincluding by signing Change Orders);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) 6.1.4. provide, for K+Cthe Company, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data data, Client Equipment including logins/passwords and other facilities as reasonably required by K+C the Company to perform the Services including any such access as is specified in a Statement of Work;
(g) 6.1.5. provide to K+C the Company in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C the Company in connection with the Works Services and ensure that they are accurate and complete in all material respects;
(h) 6.1.6. inform K+C the Company of all health and safety safety, data governance and security requirements that apply at any of the Client's premises. If the Client wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in Clause 4 (Change control);
(i) 6.1.7. ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Works;Services and conforms to all relevant United Kingdom standards or requirements; and
(j) 6.1.8. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Company to provide the WorksServices, including in relation to the installation of the Company's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(k) comply with any additional responsibilities of 6.2. If the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 If K+CCompany's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Company shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.
6.3. The Client shall be liable to pay to the Company, on demand, all reasonable directly incurred costs, charges or losses sustained or incurred by the Company that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Company confirming such costs, charges and invoice losses to the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force rateswriting.
Appears in 2 contracts
Samples: Services Agreements, Services Agreements
Client’s Obligations. 6.1 The Client shall:
(a) co-operate with K+C RB in all matters relating to the WorksServices;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement this agreement who shall be identified by way of Work, such person written communication from the Client to RB as identified in soon as reasonably practicable following the Statement execution of Work. That this agreement and that person shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices;
(dc) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request provide for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+CRB, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C RB including any such access as is specified in a Statement of Workschedule 1;
(gd) provide to K+C RB in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work schedule 1 or otherwise reasonably required by K+C RB in connection with the Works Services and ensure that they are accurate and complete in all material respects;respects;
(he) inform K+C RB of all health and safety and security requirements relevant to delivery of the Services and that apply at any of the Client's premises;premises;
(if) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Worksby RB;
(jg) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C RB to provide the WorksServices, including in relation to the installation of RB's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;commence; and
(kh) ensure that any participant, whether employed by or otherwise connected to the Client, who features in, or is otherwise engaged with, any content produced in connection with the Services (in writing and prior to the commencement of the delivery of the Services under each and any SoW):
(i) assigns all and any rights and future rights (including but not limited to copyright and performer's rights) arising in their performance, to RB; and
(ii) grants an express release of their image rights arising out of their involvement with the provision of the Services including but not limited to their name, image, voice, likeness, biographic information and appearance ("Image Rights") and the right to use the participant's Image Rights in any form and across all and any media including online and on social media for all and any purpose, and
(i) waives any right to approve, inspect or edit any content (in whatever form and media) arising out of or produced in connection with the Services.
(j) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 schedule 1. If K+CRB's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees Client then, without prejudice to any other right or remedy it may have, K+C RB shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice shall be entitled to charge the Client (and the Client agrees to pay) for any time additional costs incurred by it as a result of such delay at K+C’s then in force ratesdelay. RB may use the Client's name, logos and testimonials for promotional purposes.
Appears in 2 contracts
Samples: Services Agreement, Services Agreement
Client’s Obligations. 6.1 5.1 The Client shall:
(a) co-operate with K+C the Supplier in all matters relating to the Works;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind K+C the Supplier on all matters relating to the relevant Works;
Works (d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possibleincluding by signing Change Orders);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(fc) provide, for K+Cthe Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Supplier including any such access as is specified in a Statement of Work;
(gd) provide to K+C the Supplier in a timely manner and at no charge all documentsdocument, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C the Supplier in connection with the Works and ensure that they are accurate and complete in all material respects;
(he) inform K+C the Supplier in writing of all health and safety and security requirements that apply at any of the Client's premises. If the Client wishes to make a change to those requirements which will materially affect provision of the Works, it can only do so via the change control procedure set out in clause 7;
(if) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksWorks and conforms to all relevant United Kingdom standards or requirements;
(jg) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Supplier to provide the Works, including the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, equipment in all cases before the date on which the Works are to start;
(kh) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 5.2 If K+Cthe Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Supplier shall be allowed an extension of time to perform its obligations at least equal to the delay caused by the Client and invoice Client. The Supplier may charge the Client (for resources that were secured to deliver the Client’s work and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratescould not subsequently be repurposed on other fee-earning work.
Appears in 2 contracts
Samples: Master Service Agreement, Master Services Agreement
Client’s Obligations. 6.1 5.1 The Client shall:
(a) 5.1.1 co-operate with K+C the Company in all matters relating to the WorksServices;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (5.1.2 where no such information has been agreed in accordance with Clause 27) in respect the Company Order Form, advise the Company of the Works date on which the Services are to commence, or be performed under each Statement resumed in case of Worksuspension, such person as identified in and also of important dates affecting the Statement item(s) to which the Services relate (however, time shall not be of Work. That person shall have authority to contractually bind K+C on all matters relating the essence with respect to the relevant Works;
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery performance of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possibleServices);
(e) engage, collaborate, and 5.1.3 provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+CCompany, 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 facilities and personnel as reasonably required by K+C including any such access as is specified in a Statement of Workthe Company;
(g) 5.1.4 except for generally available documents such as codes and standards, provide to K+C the Company, either directly or through its suppliers and subcontractors, in a timely manner all documentsmanner, information, items such Client Information and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by information as the Client or a third party) required under a Statement Company may require for the proper performance of Work or otherwise reasonably required by K+C in connection with the Works Services and ensure that they are it is accurate and complete in all material respects;
5.1.5 provide the Company with all information and particulars concerning the use or purpose of the items in relation to which the Service is to be provided;
5.1.6 provide the Company, its agents and representatives with all necessary transportation, equipment, facilities, and access to premises where the Services are to be carried out;
5.1.7 be responsible (hat its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any actual or potentially hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises;
5.1.8 adopt all necessary measures to ensure safety and security of working conditions on site during performance of the Services and inform K+C the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
(i) 5.1.9 ensure that all of the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant and applicable standards or requirements;
(j) 5.1.10 where necessary, obtain and maintain all necessary licences and consents and comply with all relevant legislation as required in relation to enable K+C to provide the WorksServices, including the use of all the Company's Equipment, the use of Client Materials Information and the use of the Client's Equipment in relation to the Services insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(k) comply with 5.1.11 ensure that all documents, information and material made available by the Client to the Company under the Agreement do not and will not infringe, or constitute an infringement or misappropriation of, any additional responsibilities patent, copyright, trademark, trade secret, licence or other intellectual property rights or proprietary rights of any third party; and
5.1.12 take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesServices.
6.2 5.2 The Client is responsible for exercising its own, independent judgment with regard to the information and recommendations provided by the Company. Neither the Company nor any of its agents warrant the quality, outcome, effectiveness or appropriateness of any decision or action undertaken on the basis of the Reports provided under the Agreement.
5.3 If K+Cthe Company's performance of its obligations under this agreement the Agreement is prevented or delayed by any act act, omission, default or omission negligence of the Client, its agents, subcontractors, consultants or employees thenemployees, without prejudice to the Company shall not be liable for any other right costs, charges or remedy it may have, K+C shall be allowed an extension of time to perform its obligations equal to the delay caused losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.4 The Client shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, attorneys fees and invoice expenses, 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 in the performance of any of its obligations under the Agreement, subject to the Company confirming such costs, charges and losses to the Client in writing.
5.5 The Client shall not, without the prior written consent of the Company, at any time from the date of the Agreement to the expiry of twelve (and 12) months after the later of the last date of supply of the Services or termination of the Agreement, solicit or entice away from the Company or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company in the provision of the Services.
5.6 The Client shall maintain at its own cost all applicable insurance policies with a reputable insurance company to cover the potential liabilities which the Client agrees may have to pay) for any time incurred as a result of such delay at K+C’s then the Company in force ratesconnection with the Agreement.
Appears in 1 contract
Client’s Obligations. 6.1 5.1 The Client shall:
(a) co-operate with K+C the Agency in all matters relating to the WorksServices;
(b) comply in all material resects with all Applicable Lawsthe Agency’s Policies;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of WorkProject Plan, such person as identified in the Statement of WorkProject Plan. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices (including by changes made in accordance with clause 10);
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Agency, its agents, subcontractors, freelancers, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Agency including any such access as is specified in a Statement of WorkProject Plan;
(ge) provide to K+C the Agency in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work Project Plan or otherwise reasonably required by K+C the Agency in connection with the Works Services and ensure that they are accurate and complete in all material respectscomplete;
(hf) inform K+C the Agency of all health and safety and security requirements that apply at the Venue or at any of the Client's premises. If the Client wishes to make a change to those requirements which will materially affect provision of the Services, it can only do so via the change procedure set out in clause 10 (Changes to the Project Plan). The Agency will suspend or refuse to provide any Services where it forms the reasonable opinion that the health and safety of its personnel or any Third Party Supplier personnel may be compromised in any way;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Agency to provide the WorksServices, including in relation to the installation of the Agency's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(i) where the Client Materials include video, audio and design content (Content), the Client will be responsible for ensuring that this Content will play on such of the Client’s Equipment or the Agency’s Equipment deployed for the purposes of playing that Content. The Agency will not be responsible if there is insufficient time to check that the Content will play correctly before it is used;
(j) The Client materials shall be free of any virus, worm, trojan or any other form of malicious code or anything malicious or otherwise, that might corrupt any of the files or equipment that is deployed for the purposes of providing the Services;
(k) keep, maintain and insure the Agency's Equipment in good condition and not dispose of or use the Agency's Equipment other than in accordance with the Agency's written instructions or authorisation; and
(l) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesProject Plan.
6.2 5.2 If K+Cthe Agency's performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesClient.
Appears in 1 contract
Samples: Client Services Agreement
Client’s Obligations. 6.1 4.1 The Client shall:
(a) co-operate with K+C the Agency in all matters relating to the WorksServices;
(b) comply in all material resects with all Applicable Lawsthe Agency’s Policies;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of Workthe Project Plan, such person as identified in the Statement of WorkProject Plan. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices (including by changes made in accordance with Clause 7);
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Agency, its agents, subcontractors, freelancers, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Agency including any such access as is specified in a Statement of WorkProject Plan;
(ge) provide to K+C the Agency in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work Project Plan or otherwise reasonably required by K+C the Agency in connection with the Works Services and ensure that they are accurate and complete in all material respectscomplete;
(hf) Comply and inform K+C the Agency of all health and safety and security requirements that apply at the Venue or at any of the Client's ’s premises. The Agency will suspend or refuse to provide any Services where it forms the reasonable opinion that the health and safety of its personnel or any Third-party Supplier personnel may be compromised in any way;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation Applicable Laws as required to enable K+C the Agency to provide the WorksServices, including in relation to the installation of the Agency's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licencesEquipment;
(i) where the Client Materials include video, consents audio and legislation relate to design content (Content), the Client will be responsible for ensuring that this Content will play on the Client's business’s Equipment or the Agency’s Equipment deployed for the purposes of playing that Content. The Agency will not be responsible if there is insufficient time to check that the Content will play correctly before it is used;
(j) ensure that the Client materials shall be free of any virus, premisesworm, staff and equipmenttrojan or any other form of malicious code or anything otherwise, in all cases before that might corrupt any of the date on which files or equipment that is deployed for the Works are to startpurposes of providing the Services;
(k) keep, maintain and ensure the Agency’s Equipment is in good condition and not dispose of or use the Agency’s Equipment other than in accordance with the Agency’s written instructions or authorisation; and
(l) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;Project Plan.
(lm) where In the event the Client is to deliver any element of the Project or an activity related to the Project through its own personnel or a Statement of Works includes a requirement for build of a Deliverablethird party, adhere the Client will ensure that any such person is appropriately trained, insured and qualified to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesso.
6.2 4.2 If K+C's the Agency’s performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice Client.
4.3 The Agency shall have the right to charge the Client for any extra time incurred and additional materials necessary to complete the delayed obligations. The charges for extra time and materials shall be communicated to the Client in writing and shall be based on the Agency's prevailing rates and costs. The Client agrees to promptly reimburse the Agency for such charges upon receipt of an invoice.
4.4 The Client acknowledges that the Agency will schedule certain parts of its Services on a specific date to meet the requirements of the Production Schedule. The Client undertakes to provide the Required Materials to the Agency by the Deadline Date. Any delay by the Client in providing the Required Materials by the Deadline Date will mean that the Services cannot then be supplied by the Agency (or Third-party Supplier) in accordance with the Production Schedule. If the Client fails to give the Agency more than 48 hours written notice prior to the Deadline Date that it cannot provide the Required Materials by the Deadline Date, the Production Schedule will have to be cancelled and the Client will remain liable to pay 100% of the Charges for the Services that would otherwise have been performed as part of the Production Schedule even where the Agency or the Third-party Supplier agrees to pay) provide the same Services on a later date. If there is more than one Deadline Date, the provision of this clause shall apply in respect of each Deadline Date.
4.5 The Client acknowledges that content, deliverables, products, or services developed or enhanced using AI or Gen-AI tools may not always be accurate, complete, or current. It is the Client’s responsibility to independently verify the accuracy, completeness, and suitability of such content or deliverables before its use or publication. The Agency shall not be held liable for any time incurred inaccuracies, omissions, or errors in AI or Gen-AI generated materials.
4.6 The Client agrees to ensure that any AI-generated content or AI-integrated deliverables, products, or services do not infringe the intellectual property rights of any third party, including but not limited to copyrights, trademarks, and patents. The Client is responsible for conducting necessary checks and obtaining the appropriate permissions or licenses where required.
4.7 The Client understands that due to the learning nature of AI or Generative AI systems, there is a potential for outputs to be influenced by biases inherent in the data or for the systems to generate information that may not be accurate, known as a result "hallucinations." The Client accepts that such outcomes are possible and are inherent risks associated with the use of such delay at K+C’s then in force ratesAI or Generative AI technologies.
Appears in 1 contract
Samples: Service Agreement
Client’s Obligations. 6.1 5.1 The Client shall:
(a) co-operate with K+C the Agency in all matters relating to the WorksServices;
(b) comply in all material resects with all Applicable Lawsthe Agency’s Policies;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of WorkProject Plan, such person as identified in the Statement of WorkProject Plan. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices (including by changes made in accordance with Clause 10);
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Agency, its agents, subcontractors, freelancers, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Agency including any such access as is specified in a Statement of WorkProject Plan;
(ge) provide to K+C the Agency in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work Project Plan or otherwise reasonably required by K+C the Agency in connection with the Works Services and ensure that they are accurate and complete in all material respectscomplete;
(hf) inform K+C the Agency of all health and safety and security requirements that apply at the Venue or at any of the Client's ’s premises. If the Client wishes to make a change to those requirements that will materially affect provision of the Services, it can only do so via the change procedure set out in Clause 10 (Changes to the Project Plan). The Agency will suspend or refuse to provide any Services where it forms the reasonable opinion that the health and safety of its personnel or any Third-party Supplier personnel may be compromised in any way;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Agency to provide the WorksServices, including in relation to the installation of the Agency's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(i) where the Client Materials include video, audio and design content (Content), the Client will be responsible for ensuring that this Content will play on the Client’s Equipment or the Agency’s Equipment deployed for the purposes of playing that Content. The Agency will not be responsible if there is insufficient time to check that the Content will play correctly before it is used;
(j) the Client materials shall be free of any virus, worm, trojan or any other form of malicious code or anything malicious or otherwise, that might corrupt any of the files or equipment that is deployed for the purposes of providing the Services;
(k) keep, maintain and ensure the Agency's Equipment is in good condition and not dispose of or use the Agency's Equipment other than in accordance with the Agency's written instructions or authorisation; and
(l) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesProject Plan.
6.2 5.2 If K+Cthe Agency's performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesClient.
Appears in 1 contract
Samples: Client Services Agreement
Client’s Obligations. 6.1 To the extent that the Supplier requires access to the Client’s Operating Environment to perform the Managed Services, the Client shall use reasonable endeavours to 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 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 writing from time to time.
6.2 The Client shall:
(a) co-operate use the Managed Services only for lawful purposes and in accordance with K+C in all matters relating to the Worksthis Agreement;
(b) comply with fully virus-check all Applicable Lawsdata supplied to the Supplier pursuant to this Agreement;
(c) appoint Contract Manager (in accordance with Clause 27) in respect of make Client’s Operating Environment and Client-side Equipment, required to provide the Works to be performed under each Statement of WorkServices, such person as identified in the Statement of Work. That person shall have authority to contractually bind K+C on all matters relating accessible to the relevant WorksSupplier’s support staff, enable logons or passwords required for such support staff; and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(d) ensure provide all information and make available all resources as reasonably requested by Supplier in the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery execution of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible)its obligations under this Agreement;
(e) engage, collaborate, use best efforts to follow the instructions of Supplier support personnel and provide feedback to K+C in the course of delivery of the Works to remove will remain courteous during any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of controlcommunications with Supplier personnel;
(f) providegather all relevant information prior to requesting assistance including detailed fault description, for K+C, its agents, subcontractors, consultants and employees, procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities fault should be included such as reasonably required by K+C including any such access as is specified in a Statement of Worknetwork configuration details;
(g) provide to K+C in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feedsagree that if, in the course of performing the Managed Services, it is necessary or desirable for the Supplier to access or use any form Client owned equipment, Client Software or Client Data (whether owned by or which is in the Client or possession of the Client) then it shall where it is able to under the terms of its existing licences grant to Supplier a third party) required under a Statement non-exclusive, royalty free licence, during the term of Work or otherwise reasonably required by K+C in connection with the Works and ensure that they are accurate and complete in all material respectsAgreement to use the same solely for the purpose of delivering the Managed Services;
(h) inform K+C of comply with all health applicable laws and safety and security requirements that apply at the Client's premises;regulations with respect to its activities under this Agreement, including those set out in Clause 16; and
(i) ensure that 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 Equipment is provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in good working order this Agreement as reasonably necessary.
6.3 The Client agrees and suitable for the purposes for which it is used in relation acknowledges to adhere to the Works;
(j) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C to provide terms of the Works, including the use of all Client Materials and Customer Agreement which govern the use of the Client's Equipment insofar as such licences, consents and legislation relate to Online Services.
6.4 In the Client's business, premises, staff and equipment, in all cases before the date on which the Works are to start;
(k) comply with any additional responsibilities of event that the Client as set out is in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 If K+C's performance breach of its obligations under this agreement is prevented or delayed by any act or omission the Agreement (including payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the Client, its agents, subcontractors, consultants 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 employees then, suspend the Managed Services without prejudice to any other right pre-existing rights and obligations of either Party. The Supplier shall have no liability or remedy it may have, K+C shall be allowed an extension responsibility should the Managed Services fail to comply as a direct result of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesAgreement.
Appears in 1 contract
Samples: Managed Services Agreement
Client’s Obligations. 6.1 The 5.1 Client shall:
(a) co-operate with K+C Creation in all matters relating to the Works;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works to be performed under each Statement of Work, such and that person as shall be identified in the relevant Statement of Work. That person shall have authority be responsible for referring matters to contractually bind K+C the XXXXXXXX Project Board for approval on all matters relating to the relevant WorksWorks (including by signing Change Orders). Client may replace that person from time to time where reasonably necessary in the interests of Client’s business operations;
(dc) ensure the Contract Manager, key stakeholders, empowered decision makers provide to Creation and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+C, its agents, subcontractors, consultants and employeesRepresentatives, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C including any such access as is specified in a Statement of Work;
(g) provide to K+C in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C Creation in connection with the Works and ensure that they are accurate and complete complete;
(d) provide, for Creation and its Representatives, in all material respectsa timely manner and at no charge, access to Client’s premises, office accommodation, data and other facilities as reasonably required by Creation including any such access as is specified in a Statement of Work;
(he) inform K+C Creation in writing of all health and safety and security requirements that apply at any of Client’s premises. If Client wishes to make a change to those requirements which will materially affect provision of the Client's premises;Works, it can only do so via the change control procedure set out in clause 8 (Change control);
(if) ensure that all the Client's ’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksWorks and conforms to all relevant United Kingdom standards or requirements;
(jg) obtain and maintain all necessary licences and consents and comply with all relevant legislation Applicable Law and Regulation as required to enable K+C Creation to provide the Works, Works (including in relation to the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases ’s Equipment) before the date on which the each Works are is scheduled to start;; and
(kh) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 5.2 Client warrants that it has full power and authority to enter into this agreement and perform its obligations under this agreement.
5.3 If K+C's Creation’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the ClientClient or its Representative, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C Creation shall be allowed allowed, in written agreement with the client, an extension of time to perform its obligations equal to the delay caused by Client or its Representative. Any extensions must be agreed by the Client and invoice XXXXXX Project Manager & approved at the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesProject Board.
Appears in 1 contract
Samples: Framework Services Agreement
Client’s Obligations. 6.1 4.1 The Client shall:
(a) co-operate with K+C the Agency in all matters relating to the WorksServices;
(b) comply in all material resects with all Applicable Lawsthe Agency’s Policies;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of Workthe Project Plan, such person as identified in the Statement of WorkProject Plan. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices (including by changes made in accordance with Clause 7);
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Agency, its agents, subcontractors, freelancers, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Agency including any such access as is specified in a Statement of WorkProject Plan;
(ge) provide to K+C the Agency in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work Project Plan or otherwise reasonably required by K+C the Agency in connection with the Works Services and ensure that they are accurate and complete in all material respectscomplete;
(hf) Comply and inform K+C the Agency of all health and safety and security requirements that apply at the Venue or at any of the Client's ’s premises. The Agency will suspend or refuse to provide any Services where it forms the reasonable opinion that the health and safety of its personnel or any Third-party Supplier personnel may be compromised in any way;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation Applicable Laws as required to enable K+C the Agency to provide the WorksServices, including in relation to the installation of the Agency's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licencesEquipment;
(i) where the Client Materials include video, consents audio and legislation relate to design content (Content), the Client will be responsible for ensuring that this Content will play on the Client's business’s Equipment or the Agency’s Equipment deployed for the purposes of playing that Content. The Agency will not be responsible if there is insufficient time to check that the Content will play correctly before it is used;
(j) ensure that the Client materials shall be free of any virus, premisesworm, staff and equipmenttrojan or any other form of malicious code or anything otherwise, in all cases before that might corrupt any of the date on which files or equipment that is deployed for the Works are to startpurposes of providing the Services;
(k) keep, maintain and ensure the Agency’s Equipment is in good condition and not dispose of or use the Agency’s Equipment other than in accordance with the Agency’s written instructions or authorisation; and
(l) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;Project Plan.
(lm) where In the event the Client is to deliver any element of the Project or an activity related to the Project through its own personnel or a Statement of Works includes a requirement for build of a Deliverablethird party, adhere the Client will ensure that any such person is appropriately trained, insured and qualified to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesso.
6.2 4.2 If K+C's the Agency’s performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice Client.
4.3 The Agency shall have the right to charge the Client for any extra time incurred and additional materials necessary to complete the delayed obligations. The charges for extra time and materials shall be communicated to the Client in writing and shall be based on the Agency's prevailing rates and costs. The Client agrees to promptly reimburse the Agency for such charges upon receipt of an invoice.
4.4 The Client acknowledges that the Agency will schedule certain parts of its Services on a specific date to meet the requirements of the Production Schedule. The Client undertakes to provide the Required Materials to the Agency by the Deadline Date. Any delay by the Client in providing the Required Materials by the Deadline Date will mean that the Services cannot then be supplied by the Agency (or Third-party Supplier) in accordance with the Production Schedule. If the Client fails to give the Agency more than 48 hours written notice prior to the Deadline Date that it cannot provide the Required Materials by the Deadline Date, the Production Schedule will have to be cancelled and the Client will remain liable to pay 100% of the Charges for the Services that would otherwise have been performed as part of the Production Schedule even where the Agency or the Third-party Supplier agrees to pay) for any time incurred as provide the same Services on a result later date. If there is more than one Deadline Date, the provision of such delay at K+C’s then this clause shall apply in force ratesrespect of each Deadline Date.
Appears in 1 contract
Samples: Service Agreement
Client’s Obligations. 6.1 The Client shall:
(a) co-operate with K+C the Supplier in all matters relating to the Works;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (in accordance with Clause 27) an authorised representative in respect of the Works to be performed under each Statement of Work, such person to be identified as identified the ‘Client’s SOW Contact’ in the Statement of Work. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant Works;
Works (d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possibleincluding by signing Change Control Orders);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(fc) provide, for K+Cthe Supplier, its agents, subcontractorsAssociates, consultants subcontractors and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Supplier to carry out the Service including any such access as is specified in a Statement of Work;
(gd) provide to K+C the Supplier in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C the Supplier in connection with the Works and ensure that they are accurate and complete in all material respects;
(he) inform K+C the Supplier of all health and safety and security requirements that apply at the Client's premises (or the Client’s end-client premises) and supply copies of these policies to the Supplier in accordance with the requirements of Schedule 4. If the Client wishes to make a change to those requirements which will materially affect provision of the Works, it can only do so via the change control procedure set out in clause 8 (Change Control Order);
(if) where the Services to be performed under a SOW will be provided to the Client’s end client, the Client shall promptly provide the Supplier with any policies or procedures of the end client that require ‘flow down’ to the Supplier’s Associates to enable the Supplier to review and accept such policies and procedures prior to the commencement of the Services;
(g) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksWorks and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Supplier to provide the Works, including the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works are to start;
(ki) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 If K+Cthe Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for shall pay any time incurred as a result of such delay at K+C’s then in force ratesadditional costs that may be incurred.
Appears in 1 contract
Client’s Obligations. 6.1 5.1 The Client shall:
(a) co-operate with K+C the Agency in all matters relating to the WorksServices;
(b) comply in all material resects with all Applicable Lawsthe Agency’s Policies;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of WorkProject Plan, such person as identified in the Statement of WorkProject Plan. That person pers on shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices (including by changes made in accordance with Clause 10);
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Agency, its agents, subcontractors, freelancers, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Agency including any such access as is specified in a Statement of WorkProject Plan;
(ge) provide to K+C the Agency in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work Project Plan or otherwise reasonably required by K+C the Agency in connection with the Works Services and ensure that they are accurate and complete in all material respects;complete;
(hf) inform K+C the Agency of all health and safety and security requirements that apply at the Venue or at any of the Client's ’s premises;. If the Client wishes to make a change to those requirements that will materially affect provision of the Services, it can only do so via the change procedure set out in Clause 10 (Changes to the Project Plan). The Agency will suspend or refuse to provide any Services where it forms the reasonable opinion that the health and safety of its personnel or any Third-party Supplier personnel may be compromised in any way;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Agency to provide the WorksServices, including in relation to the installation of the Agency's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(i) where the Client Materials include video, audio and design content (Content), the Client will be responsible for ensuring that this Content will play on the Client’s Equipment or the Agency’s Equipment deployed for the purposes of playing that Content. The Agency will not be responsible if there is insufficient time to check that the Content will play correctly before it is used;
(j) the Client materials shall be free of any virus, worm, trojan or any other form of malicious code or anything malicious or otherwise, that might corrupt any of the files or equipment that is deployed for the purposes of providing the Services;
(k) keep, maintain and ensure the Agency's Equipment is in good condition and not dispose of or use the Agency's Equipment other than in accordance with the Agency's written instructions or authorisation; and
(l) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesProject Plan.
6.2 5.2 If K+Cthe Agency's performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesClient.
Appears in 1 contract
Samples: Service Agreement
Client’s Obligations. 6.1 4.1 The Client shall:
(a) co-operate with K+C the Supplier in all matters relating to the WorksServices and carry out all other Client obligations set out in this Agreement in a timely and efficient manner;
(b) comply comply, as soon as reasonably practicable, with all Applicable Lawsof the Supplier’s reasonable requests for information, access or assistance in connection with the provision of the Services;
(c) appoint Contract Manager (in accordance with Clause 27) in respect of the Works to be performed under each Statement of Worka Client Representative, such person as identified in the Statement of Work. That person who shall have the authority to contractually bind K+C the Client on all matters relating to this Agreement and shall serve as a primary contact with the relevant WorksClient for the purposes of this Agreement;
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's any relevant Client premises, office accommodation, data and other facilities as reasonably required by K+C the Supplier in order to provide the Services including any such access as is specified in a the Statement of Work;
(ge) provide to K+C the Supplier in a timely manner all Client Materials, Client Equipment and any other documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (form, whether owned by the Client or a third party) required under a Statement of Work , or otherwise reasonably required by K+C the Supplier in connection with the Works provision of the Services and ensure that they such materials are complete and accurate and complete in all material respects;
(h) inform K+C of all health and safety and security requirements that apply at the Client's premises;
(if) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation and conforms to the Worksall relevant United Kingdom standards or requirements;
(jg) inform the Supplier in writing of all health and safety and security requirements that apply at the Site or other relevant Client premises. If the Client wishes to make a change to those requirements which will materially affect the provision of the Services or Software, it may only do so via the change control procedure set out in Clause 10;
(h) obtain and maintain all necessary licences consents and consents permissions necessary for the Supplier, its agents, subcontractors, consultants and employees, and comply with all relevant legislation as required to enable K+C the Supplier, to provide the WorksServices, including in relation to the installation of the Supplier Equipment, the use of all Client Materials and the use of the Client's Client Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which Commencement Date of the Works are Services;
(i) keep and maintain Supplier’s Equipment in good condition and shall not otherwise dispose of or use the Supplier's Equipment other than in accordance with its written instructions or authorisation;
(j) ensure that its network and systems comply with any specifications and requirements as the Supplier, acting reasonably, may notify to start;the Client from time to time; and
(k) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere all Applicable Laws with respect to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 If K+C's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesAgreement.
Appears in 1 contract
Samples: Contract for the Supply of Services
Client’s Obligations. 6.1 5.1 The Client shall:
(a) co-operate with K+C the Agency in all matters relating to the WorksServices;
(b) comply in all material resects with all Applicable Lawsthe Agency’s Policies;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works Services to be performed under each Statement of WorkProject Plan, such person as identified in the Statement of WorkProject Plan. That person pers on shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksServices (including by changes made in accordance with Clause 10);
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Agency, its agents, subcontractors, freelancers, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C the Agency including any such access as is specified in a Statement of WorkProject Plan;
(ge) provide to K+C the Agency in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work Project Plan or otherwise reasonably required by K+C the Agency in connection with the Works Services and ensure that they are accurate and complete in all material respectscomplete;
(hf) inform K+C the Agency of all health and safety and security requirements that apply at the Venue or at any of the Client's ’s premises. If the Client wishes to make a change to those requirements that will materially affect provision of the Services, it can only do so via the change procedure set out in Clause 10 (Changes to the Project Plan). The Agency will suspend or refuse to provide any Services where it forms the reasonable opinion that the health and safety of its personnel or any Third-party Supplier personnel may be compromised in any way;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C the Agency to provide the WorksServices, including in relation to the installation of the Agency's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(i) where the Client Materials include video, audio and design content (Content), the Client will be responsible for ensuring that this Content will play on the Client’s Equipment or the Agency’s Equipment deployed for the purposes of playing that Content. The Agency will not be responsible if there is insufficient time to check that the Content will play correctly before it is used;
(j) the Client materials shall be free of any virus, worm, trojan or any other form of malicious code or anything malicious or otherwise, that might corrupt any of the files or equipment that is deployed for the purposes of providing the Services;
(k) keep, maintain and ensure the Agency's Equipment is in good condition and not dispose of or use the Agency's Equipment other than in accordance with the Agency's written instructions or authorisation; and
(l) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timesProject Plan.
6.2 5.2 If K+Cthe Agency's performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C the Agency shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesClient.
Appears in 1 contract
Samples: Service Agreement
Client’s Obligations. 6.1 5.1 The Client shall:
(a) co-operate with K+C T5 Digital in all matters relating to the Works;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (in accordance with Clause 27) a manager in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind K+C the Client on all matters relating to the relevant WorksWorks (including by signing Change Requests);
(c) attend review meetings from time to time when so requested by T5 Digital;
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+CT5 Digital, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C T5 Digital including any such access as is specified in a Statement of Work;
(ge) provide to K+C T5 Digital in a timely manner all documents, information, items and materials including access to APIs, access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C T5 Digital in connection with the Works and ensure that they are accurate and complete in all material respects;
(hf) inform K+C and keep T5 Digital informed on a continuing basis, of all health and safety and security requirements that apply at any of the Client's premises;
(ig) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Works;
(jh) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable K+C T5 Digital to provide the Works, including in relation to the installation of T5 Digital's Equipment, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works are to start;
(ki) keep, maintain and insure T5 Digital's Equipment in accordance with T5 Digital's instructions from time to time and not dispose of or use T5 Digital's Equipment other than in accordance with T5 Digital's written instructions or authorisation; and
(j) comply with any additional responsibilities of the Client as set out in the relevant Statement of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all times.
6.2 5.2 If K+CT5 Digital's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, K+C T5 Digital shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client and invoice the Client (and the Client agrees to pay) for any time incurred as a result of such delay at K+C’s then in force ratesClient.
Appears in 1 contract
Samples: Master Services Agreement
Client’s Obligations. 6.1 4.1 The Client shall:
(a) co-operate with K+C the Supplier in all matters relating to the WorksServices and appoint the Client's Manager in relation to the Project, who shall have the authority contractually to bind the Client on matters relating to the Project;
(b) comply with all Applicable Laws;
(c) appoint Contract Manager (in accordance with Clause 27) in respect of the Works to be performed under each Statement of Work, such person as identified in the Statement of Work. That person shall have authority to contractually bind K+C on all matters relating to the relevant Works;
(d) ensure the Contract Manager, key stakeholders, empowered decision makers and subject matter experts as required (as K+C reasonably determines) throughout the delivery of the Works to quickly take informed decisions (and in any event, respond to any request for feedback or input from K+C within 2 Business Days wherever reasonably possible);
(e) engage, collaborate, and provide feedback to K+C in the course of delivery of the Works to remove any impediments to the delivery of the Works that are within the Client’s sphere (direct or indirect) of control;
(f) provide, for K+Cthe Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Venue and to the Client's premises, office accommodation, data and other facilities as reasonably required by K+C including the Supplier or any such access as is specified in a Statement of Workthem;
(gc) provide to K+C provide, in a timely manner all documentsmanner, informationsuch Input Material and other information as the Supplier may require (including, items without limitation, the number and materials including access to APIsidentity of Participants), access credentials or other data feeds, in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by K+C in connection with the Works and ensure that they are it is accurate and complete in all material respects;
(hd) be responsible (at its own cost) for preparing and maintaining the Venue and any other relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from such premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing the Supplier of all of the Client's obligations and actions under this clause 4.1(d);
(e) inform K+C the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Venue and any of the Client's premises;
(if) ensure that all the Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the WorksServices and conforms to all relevant United Kingdom standards or requirements;
(jg) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required in relation to enable K+C to provide the WorksServices, including the installation of the Supplier's Equipment, the use of all Client Materials Input Material and the use of the Client's Equipment in relation to the Supplier's Equipment insofar as such licences, consents and legislation relate to the Client's business, premises, staff and equipment, in all cases before the date on which the Works Services are to start;
(kh) comply keep and maintain the Supplier's Equipment in accordance with any additional responsibilities the Supplier's instructions as notified by the Supplier's Manager from time to time and shall not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation; and
(i) abide with the terms and conditions of the Client as set out Venue and, if the Venue and any other provider of services relating to the Brief are introduced by the Supplier but will provide such services directly to the Client, to ensure that such persons are paid in accordance with the relevant Statement terms of Work;
(l) where a Statement of Works includes a requirement for build of a Deliverable, adhere to and observe the process set out in Schedule 2 (“Delivery Approach, Scope Management and Acceptance”) at all timestheir engagement.
6.2 4.2 If K+Cthe Supplier's performance of its obligations under this agreement Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees thenemployees, without prejudice to the Supplier shall not be liable for any other right costs, charges or remedy it may have, K+C shall be allowed an extension of time to perform its obligations equal to the delay caused losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
4.3 The Client shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and invoice 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) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to the Supplier confirming such costs, charges and losses to the Client (and in writing.
4.4 The Client shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of six 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, consultant or subcontractor of the Supplier in the provision of the Services.
4.5 Any consent given by the Supplier in accordance with clause 4.4 shall be subject to the Client agrees paying to pay) the Supplier a sum equivalent to 50% of the then current annual remuneration of the Supplier's employee, consultant or subcontractor or, if higher, 50% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.
4.6 Unless the Client notifies the Supplier in writing within one month before the date on which the Project begins (or in cases where the Project is due to begin less than one month after signing the Agreement, on the Commencement Date), that it will be arranging travel insurance for all Participants, to cover, amongst other things, the cost of cancellation, medical assistance and repatriation expenses in the event of accident or illness affecting any time incurred as a result Participant, the Supplier shall, upon notice to the Client, be entitled to proceed with arranging such travel insurance and to charge the cost of such delay at K+C’s then in force ratesso doing to it.
Appears in 1 contract
Samples: Services Agreements
