CSI'S OBLIGATIONS. CSI shall: 5.1.1 perform the Managed Services with reasonable care and skill and the Managed Services, will be provided substantially in response to the Managed Services Requirements, if applicable, and in accordance with this agreement; 5.1.2 provide a sufficient number of appropriately vetted, trained, qualified and experienced personnel using CSI or third-party resources to perform the Managed Services; and 5.1.3 perform the Managed Services in accordance with all Applicable Laws (insofar as they relate to and concern the Managed Services); 5.1.4 operate its premises and business in accordance with ISO27001 and ISO9001; and 5.1.5 maintain and deliver the Managed Services using policies and procedures compliant with ISO27001 and ISO9001. 5.1.1 to 5.1.5 (inclusive), Client’s sole and exclusive remedy and CSI’s entire liability for breach of any warranties, conditions, terms, representations, statements, undertakings and/or obligations in relation to the Managed Services will be for CSI, at its expense and option, to: 5.2.1 agree a remediation plan and/or date for resolution of the issue within a reasonable period (taking into account the impact on Client or Client’s customers’ business operations); and/ or 5.2.2 use reasonable endeavours to correct any such non-conformance promptly; and/ or 5.2.3 provide Client with an alternative means of satisfying that particular Order. 5.3.1 any failure on the part of Client to observe and perform any of its obligations under the Order or this agreement; or 5.3.2 Client’s failure within a reasonable period of time to implement recommendations in respect of or solutions to faults previously advised in writing by CSI; 5.3.3 any non-conformance that is caused by use of the Managed Services by Client or its Affiliates contrary to CSI’s instructions. Any claim under this Part B Clause 5.2 must be made in writing and notified to CSI within sixty (60) days of Client becoming aware of the relevant issue or of the date on which the Client ought reasonably to have become aware of the relevant issue. Notwithstanding the foregoing, CSI does not warrant that Client's use of the Managed Services will be uninterrupted or error-free.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
CSI'S OBLIGATIONS. 6.1 CSI shall:
5.1.1 6.1.1 have full power and authority to enter into and perform the terms of the Agreement;
6.1.2 have title to and property in any Products and Equipment to be supplied under a given Order and any such Equipment will be free and unencumbered;
6.1.3 provide Client with all necessary co-operation in relation to this Agreement;
6.1.4 provide Client with all information and assistance as may be reasonably required in order to enjoy the Managed Services, Products, or Services;
6.1.5 meet CSI’s obligations as detailed in the Order and advise Client promptly of any issue or delay that could impact the Managed Services, Products, or Services delivery;
6.1.6 subject to Clause 6.3, warrant that any Equipment to be supplied under a given Order is of satisfactory quality and fit for such purposes as Client has made CSI aware in writing and agreed to by CSI;
6.1.7 perform the Managed Services and the Services with reasonable care and skill and the Managed Services, will be provided substantially in response to the Managed Services Requirements, if applicable, and in accordance with this agreementAgreement.;
5.1.2 6.1.8 provide a sufficient number of appropriately vetted, trained, appropriate qualified and experienced trained personnel using CSI or third-third party resources to perform the Managed Services and the Services; and
5.1.3 6.1.9 perform the Managed Services or the Services in accordance with all Applicable Laws applicable laws (insofar as they relate to and concern the Managed Services);.
5.1.4 operate its premises and business 6.2 Client shall give notice to CSI as soon as it is reasonably able upon becoming aware of a breach of any of the obligations in accordance with ISO27001 and ISO9001Clause 6.1.
6.3 Unless otherwise stated in an Order the warranty for:
6.3.1 all Equipment is limited to the length of the manufacturers’ warranty period (“Equipment Warranty Period”); and
5.1.5 maintain 6.3.2 Software supplied under this Agreement is limited to 90 days from the date of delivery from CSI (“Software Warranty Period”).
6.4 Subject to Clauses 6.5 and deliver 6.9, if Client discovers a defect in the Managed Services, Products, or Services using policies and procedures compliant after it is accepted or deemed to be accepted, it shall notify CSI with ISO27001 and ISO9001.
5.1.1 full details of such defect within the warranty period as set out in a relevant Order or in Clause 6.3. If such defect has arisen as a direct result of CSI’s breach of the obligations set out in Clauses 6.1.3 to 5.1.5 6.1.9 (inclusive), Client’s sole and exclusive remedy and CSI’s entire liability for breach of any warranties, conditions, terms, representations, statements, undertakings and/or obligations in relation CSI shall use all reasonable endeavours to correct the Managed Services will be for CSI, at its expense and option, to:
5.2.1 agree a remediation plan and/or date for resolution of the issue defect within a reasonable period of time by the provision of modified, additional or replacement applications developed by CSI (taking into account at its option). Any such modified, amended or replacement applications shall then become part of the impact on Client Products or Client’s customers’ business operations); and/ or
5.2.2 use reasonable endeavours to correct any such non-conformance promptly; and/ or
5.2.3 provide Client with an alternative means of satisfying that particular OrderServices.
5.3.1 6.5 Notwithstanding anything to the contrary in the Order, CSI shall have no liability to remedy a breach of warranty or any of its other obligations under this Agreement or a given Order where such breach arises as a direct result of the occurrence of any of the events or circumstances described in Clauses 6.6.1 to 6.6.6 (inclusive) or as a direct result of any failure on the part of Client to observe and perform any of its obligations under the that Order or this agreement; orAgreement.
5.3.2 6.6 Notwithstanding anything to the contrary set out in the Agreement, no claim of whatever nature may be brought under the Agreement against CSI and CSI shall have no liability to Client to the extent that such claim arises as a consequence of the following acts:
6.6.1 the improper use, operation or neglect of Products by Client’s , its employees, agents, consultants and sub-contractors;
6.6.2 the modification of Products or their merger (in either whole or part) with any other application which is not performed or authorised by CSI under the relevant Order or this Agreement;
6.6.3 the failure within a reasonable period of time to implement recommendations in respect of or solutions to faults previously advised in writing by CSI;
5.3.3 6.6.4 any repair, reconstruction, adjustment, alteration, relocation or modification of Equipment without CSI’s prior written consent;
6.6.5 the use of Equipment for purposes for which it was not designed or other than those specified in the Order;
6.6.6 any non-conformance that is caused by use of the Managed Services by Client or its Affiliates contrary to CSI’s 's instructions. Any claim under this Part B Clause 5.2 must be made .
6.7 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in writing and notified to CSI within sixty (60) days of Client becoming aware respect of the relevant issue Managed Services, Products, and Services are hereby excluded to the fullest extent permitted by law.
6.8 If the Managed Services do not conform to the obligations in Clause 6.1.3 to 6.1.5 (inclusive), CSI will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Client with an alternative means of the date on which the Client ought reasonably to have become aware of the relevant issuesatisfying that particular Order. Such correction or substitution constitutes Client's sole and exclusive remedy for any such breach.
6.9 Notwithstanding the foregoing, CSI does not warrant that Client's use of the Managed Services will be uninterrupted or error-free.
Appears in 1 contract
Samples: Framework Agreement
CSI'S OBLIGATIONS. CSI shall:
5.1.1 perform the Managed Services with reasonable care and skill and the Managed Services, will be provided substantially in response to the Managed Services Requirements, if applicable, and in accordance with this agreement;
5.1.2 provide a sufficient number of appropriately vetted, trained, qualified and experienced personnel using CSI or third-party resources to perform the Managed Services; and
5.1.3 perform the Managed Services in accordance with all Applicable Laws (insofar as they relate to and concern the Managed Services);
5.1.4 operate its premises and business in accordance with ISO27001 and ISO9001; and
5.1.5 maintain and deliver the Managed Services using policies and procedures compliant with ISO27001 and ISO9001.
5.1.1 to 5.1.5 (inclusive), Client’s sole and exclusive remedy and CSI’s entire liability for breach of any warranties, conditions, terms, representations, statements, undertakings and/or obligations in relation to the Managed Services will be for CSI, at its expense and option, to:
5.2.1 agree a remediation plan and/or date for resolution of the issue within a reasonable period (taking into account the impact on Client or Client’s customers’ business operations); and/ or
5.2.2 use reasonable endeavours to correct any such non-conformance promptly; and/ or
5.2.3 provide Client with an alternative means of satisfying that particular Order.. Notwithstanding anything to the contrary in the Order, no claim of whatever nature may be brought under the agreement against CSI and CSI shall have no liability to Client to the extent that such claim arises as a consequence of the following acts or omissions:
5.3.1 any failure on the part of Client to observe and perform any of its obligations under the Order or this agreement; or
5.3.2 Client’s failure within a reasonable period of time to implement recommendations in respect of or solutions to faults previously advised in writing by CSI;
5.3.3 any non-conformance that is caused by use of the Managed Services by Client or its Affiliates contrary to CSI’s instructions. Any claim under this Part B Clause 5.2 must be made in writing and notified to CSI within sixty (60) days of Client becoming aware of the relevant issue or of the date on which the Client ought reasonably to have become aware of the relevant issue. Notwithstanding the foregoing, CSI does not warrant that Client's use of the Managed Services will be uninterrupted or error-free.
Appears in 1 contract
Samples: Framework Agreement