CUSTOMER DEPENDENCIES. 1.1 The Service Provider's sole and exclusive remedy for the Customer failing to meet any of its Customer Dependencies is set out in this clause 21 and the Service Provider shall not be entitled to sue the Customer for breach of contract or terminate the Agreement due to a failure of the Customer to meet the Customer Dependencies.
1.2 The Service Provider shall be excused from failures to perform its obligations under this Agreement if the Customer delays or fails to provide the Customer Dependencies but only:
1.1.1 to the extent that such failure causes Service Provider's failure to perform;
1.1.2 provided that such acts or omissions are not undertaken by the Customer at the Service Provider's direction or with the Service Provider's written consent;
1.1.3 provided that the Service Provider gives the Customer prompt written notice of the Customer's failure to perform the Customer Dependencies; and
1.1.4 provided the Service Provider uses Commercially Reasonable Efforts to mitigate the adverse consequences of the Customer's failure and continues to provide the Services.
1.3 Provided the Service Provider has complied with the obligations set out in clause 21.2 and has obtained the Customer's prior written approval, the Service Provider will be entitled to receive a reasonable adjustment in the timeframes set out in the schedule to deliver and reimbursement of its reasonable, demonstrable, unavoidable costs incurred directly as a result of the Customer's failure to perform the relevant Customer Dependency (with such costs being calculated by reference to the time spent and the Rate Card).
1.4 The Service Provider shall only be entitled to relief under this clause 21 from the date on which it notifies the Customer in accordance with clause 21.2.3.
CUSTOMER DEPENDENCIES. To the extent specified in a SOW, Provider’s ability to provide a Deliverable or other element of the Services may be dependent upon Customer’s provision of information or other Customer Materials to Provider (each, a “Dependency”). Provider will notify Customer in the event the Services may be delayed due to Customer’s failure to provide a Dependency when required by the SOW.
CUSTOMER DEPENDENCIES. The Customer shall perform or procure the performance of the Customer Dependencies in a manner which ensures Darktrace is not delayed from performing its obligations in accordance with this Agreement. At all times during the Subscription Period, the Customer shall ensure that it does not make any material changes to its network without first notifying Darktrace of such changes and agreeing any resulting changes to the Fees.
CUSTOMER DEPENDENCIES. Entrust has a number of interdependent contracts and agreements, the Customer shall comply with interdependencies, Entrust will try to specify and advise as to the provision of such dependencies, but in any event the Customer will co-operate and work with Entrust to facilitate all reasonable requests made in-relation to the interdependencies and/or are essential to Entrust in providing the Services in a timely and complete manner.
CUSTOMER DEPENDENCIES. 4.1 Customer will take all reasonable steps to ensure the health and safety of any Capita personnel carrying out the Professional Services while they are at Customer’s premises.
4.2 The provision of the Professional Services is dependent upon Customer, at all times and in a timely manner:
4.2.1 supplying a qualified project manager to represent Customer and co-operate and work with Capita during the entire Professional Services engagement;
4.2.2 providing Capita personnel with access to the Site(s) and such Customer Systems and technical services as they may reasonably require for the performance of the Professional Services;
4.2.3 ensuring that Capita has such access to and full co-operation of the technical and managerial personnel of Customer and any applicable third parties who have the appropriate skill, experience and knowledge as Capita may reasonably require;
4.2.4 providing Capita with information, specifications or instructions of sufficient detail, accuracy and completeness as are reasonably required by Capita;
4.2.5 ensuring that any equipment, operating systems and other software (excluding the Product(s)) which Capita is requested by Customer to use or modify and any material or information provided to Capita is either owned by Customer or that Customer has all necessary rights to authorise Capita to use or modify it; and
4.2.6 performing any additional obligations or dependencies specified in the Agreement.
CUSTOMER DEPENDENCIES. 12.1 The Customer, at no cost to the Supplier, shall:
(a) provide all information, assistance and access to appropriately experienced and skilled personnel as may be necessary on a timely basis to assist the Supplier to perform the Services;
(b) perform each of its responsibilities set out in the Project Plan and elsewhere in this Agreement in accordance with the timescales set out in the Project Plan or as otherwise specified in this Agreement;
(c) comply with the Customer Dependencies;
(d) comply with all reasonable instructions and directions of the Supplier in connection with Supplier’s performance of the Services;
(e) ensure that all written information given by it to the Supplier is accurate and comprehensive when given and remains so in all material respects; and
(f) obtain and maintain in full force all necessary consents, approvals, authorisations, licences and permissions which are required to enable the Customer to perform its obligations under this Agreement and/or under Applicable Law.
12.2 The Supplier shall not be in breach of this Agreement or be treated as having committed a Service Level Failure if, and to the extent that, the Supplier's failure is caused by a Customer Dependency Failure.
12.3 The Supplier shall be entitled to charge the Customer for all costs and expenses (including the cost of wasted resource based on the Supplier’s standard rate card for such resource) arising from a Customer Dependency Failure and shall be entitled to charge the Customer for all additional work effort required to deliver the Services in accordance with the Project Plan notwithstanding a Customer Dependency Failure. The parties (each acting reasonably) shall agree such extension of time as may be reasonable in the circumstances and shall make any consequential revisions to the applicable Milestone Dates and the Project Plan.
CUSTOMER DEPENDENCIES. The Customer shall perform or procure the performance of the Customer Dependencies in a manner which ensures Darktrace is not delayed from performing its obligations in accordance with this Agreement. During the Subscription Period, Customer will be liable for the cost of any changes that may be required to the Offering due to the Customer making a material change to their network. To the extent that the Customer's delay or failure to comply with a Customer Dependency does or may cause Darktrace to miss any timeframe for the performance of an obligation, Darktrace shall be entitled to an extension of time equivalent to the delay caused by the failure of the Customer Dependency.
CUSTOMER DEPENDENCIES. Unless otherwise stated in an accepted Purchase Order, Customer agrees to fulfill the following dependencies in relation to each Purchase Order (collectively, “Customer Dependencies”). In a timely manner, Customer shall, following reasonable notice provided by Seller to Customer:
(a) Provide Seller with:
i) all necessary information;
ii) access to Customer personnel and appropriate subject matter experts;
iii) all required production quality sample parts (within the tolerances upon which the Proposal was prepared), reasonably required by Seller to design, manufacture, debug, test, install and commission the Product (and/or other Deliverables, as applicable);
iv) clear and reasonable access to those portions of Installation Site required by Seller for installation, debug, commissioning and testing of the Product (and/or other Deliverables, as applicable) in a condition ready to receive the Product (and/or other Deliverables, as applicable); and
v) cooperation of Customer’s contract manufacturer (if any) in the event that the Products are operated by a contract manufacturer engaged by Customer, and/or are located in an Installation Site owned and/or operated by a contract manufacturer engaged by Customer; * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
(b) Review for accuracy, completeness and conformance to this Agreement, any and all documents submitted by Seller to Customer for comment or approval, and advise Seller in writing of any material issues associated with such documents within [*] ([*]) business days of submission or resubmission. If any Customer Dependencies are not met in a timely manner, Seller will not be responsible for any impacts to project schedule and such failure to provide Customer Dependencies shall constitute an Excusable Delay in accordance with Section 12 (Force Majeure Events and Excusable Delays).
CUSTOMER DEPENDENCIES. 5.1 Buyer shall complete the following actions (each a “Dependency”):
(A) To enable optimal access and use of certain Services, Buyer may install and use certain Software in connection with Buyer's use of the Service. The number of copies of the Software Buyer will be permitted to use or the number of devices on which Buyer will be permitted to use the Software will be as described in the 1 List specific milestones and timescales for the activities for the Service i.e. customer-specific environment provisioned, customer access validated, handover Online Services Terms in the product specific license terms for the Service. Supplier may check the version of the Software Buyer is using and recommend or download updates, with or without notice, to Buyer's devices. Failure to install updates may affect Buyer's ability to use certain functions of the Service. Buyer must uninstall the Software when the right to use it ends. Supplier may also disable it at that time.
(B) Buyer may use the Services only in accordance with this Call Off Contract. Buyer may not reverse engineer, decompile, disassemble, or work around technical limitations in the Services, except to the extent that applicable law permits it despite these limitations. Buyer may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters the use of the Services. Buyer may not rent, lease, lend, resell, transfer, or sublicense the Services or any portion thereof to or for third parties.
(C) Buyer is responsible for their use of the Service in accordance with this Call Off Contract. For example, Buyer will ensure End Users comply with the Acceptable Use Policy.
(D) Xxxxx is solely responsible for the content of all Buyer Data. Buyer will secure and maintain all rights in Buyer Data necessary for Supplier to provide the Services to buyer without violating the rights of any third party or otherwise obligating Supplier to the Buyer or to any third party. Supplier does not and will not assume any obligations with respect to processing Buyer Data other than as expressly set forth in this Call Off Contract or as required by applicable law.
(E) Buyer is responsible for maintaining the confidentiality of any non-public authentication credentials associated with use of the Services. Buyer must promptly notify Supplier about any possible misuse of accounts or authentication credentials or any security incident related to the Services.
(F) Buyer's use of the Services shall be lawfu...
CUSTOMER DEPENDENCIES. 10.1. In order to permit Xxxxxx Partners Pte Ltd to provide Authorised Users with access to the AML/CFT Platform and/or the Forensics Platform (as applicable) in accordance with the terms of these Terms, the Customer shall ensure that:
1. all Authorised Users have installed a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by Xxxxxx Partners Pte Ltd from time to time for the purposes of installing and accessing the AML/CFT Platform and/or the Forensics Platform (as applicable);
2. it has an internet connection with adequate bandwidth for Authorised Users to access and use the AML/CFT Platform and/or the Forensics Platform (as applicable);
3. it shall maintain connectivity to the extent necessary to prevent network performance degradation;
4. it shall implement and maintain effective security policies and procedures to prevent unauthorised disclosure of Access Protocols and unauthorised access to the AML/CFT Platform and/or the Forensics Platform (as applicable);
5. it shall obtain or procure all authorisations, instructions and/or permissions as may be necessary for Xxxxxx Partners Pte Ltd to provide Authorised Users with access to the AML/CFT Platform and/or the Forensics Platform (as applicable); and
6. it shall make available to Xxxxxx Partners Pte Ltd its employees and other staff members (in such number and with such level of seniority) as may be reasonably required in the circumstances to address any issue with the implementation, provision or cessation of access to the AML/CFT Platform and/or the Forensics Platform (as applicable). Xxxxxx Partners Pte Ltd shall be relieved from any failure to comply with its obligations to provide Authorised Users with access to the AML/CFT Platform and/or the Forensics Platform (as applicable), if and to the extent that Xxxxxx Partners Pte Ltd can demonstrate that such failure was caused by Customer’s failure to meet any obligation or dependency on Customer outlined in this Clause 10 above.
