Common use of CUSTOMER KEY RESPONSIBILITIES Clause in Contracts

CUSTOMER KEY RESPONSIBILITIES. 3.1 The Customer shall, subject to and in accordance with this Agreement: 3.1.1 obtain maintain and provide to Ciphr all necessary authorisations consents, licences and services required for Ciphr to possess, install, operate, maintain, host, use or integrate any third party software (not being Third Party Software or part of the System Environment) required by the Customer for use in conjunction with the Software on the SaaS Services; 3.1.2 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to Ciphr for inclusion in the Software or the Services; 3.1.3 provide Ciphr with any information and assistance which it may reasonably require from time to time to enable Ciphr to perform its obligations under these terms; 3.1.4 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions that may be required by the Customer to connect to and access the internet for the purpose of accessing the SaaS Services; 3.1.5 be liable for all acts and omissions of its Customer Users and procure that each Customer User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement; 3.1.6 promptly notify Ciphr in writing of any changes the Customer requires to System Administrators authorised by Ciphr to have access to the SaaS Services (including when System Administrators cease to be employed or engaged by the Customer or an Affiliate (as the case may be) such that they are no longer entitled to be System Administrators); 3.1.7 ensure that it responsibly manages access rights (including individualised login and password information) to the SaaS Services by its Customer Users and System Administrators and promptly revokes such access rights where a Customer User or System Administrator is no longer entitled to access the SaaS Services; 3.1.8 ensure that its Customer Users using the Software, and any applicable Third Party Software or Third Party Services, on or in connection with the SaaS Services are trained to use them competently; and 3.1.9 ensure that only Customer Users operate the SaaS Service, Software and any applicable Third Party Software and Third Party Service in accordance with this Agreement and any Third Party Service Licences as applicable and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by Ciphr or, in the case of any Third Party Service, in accordance with the terms and conditions of the Third Party Service Licence. 3.2 The Customer acknowledges and agrees that Ciphr’s ability to deliver the Services also depends upon the Customer’s timely cooperation and prompt response to issues or requirements referred to it in connection with the Services, as well as the accuracy and completeness of any information the Customer provides. 3.3 To the extent that the Customer provides Ciphr access to Customer premises or facilities in connection with this Agreement, the Customer shall comply with its obligations under applicable health and safety regulations with respect to the provision of such access and facilities to Ciphr. 3.4 In relation to its use of the Services, the Customer acknowledges and agrees that it is solely responsible for complying with any laws or paying any taxes duties and tariffs applicable in any way to its use of the Services (other than taxes on the net income of Ciphr).

CUSTOMER KEY RESPONSIBILITIES. 3.1 The Customer shall, subject to and in accordance with this Agreement: 3.1.1 obtain maintain and provide to Ciphr CIPHR all necessary authorisations consents, licences and services required for Ciphr CIPHR to possess, install, operate, maintain, host, use or integrate any third party software (not being Third Party Software or part of the System Environment) required by the Customer for use in conjunction with the Software on the SaaS Services; 3.1.2 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to Ciphr CIPHR for inclusion in the Software or the Services; 3.1.3 provide Ciphr CIPHR with any information and assistance which it may reasonably require from time to time to enable Ciphr CIPHR to perform its obligations under these terms; 3.1.4 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions that may be required by the Customer to connect to and access the internet for the purpose of accessing the SaaS Services; 3.1.5 be liable for all acts and omissions of its Customer Users and procure that each Customer User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement; 3.1.6 promptly notify Ciphr CIPHR in writing of any changes the Customer requires to System Administrators authorised by Ciphr CIPHR to have access to the SaaS Services (including when System Administrators cease to be employed or engaged by the Customer or an Affiliate (as the case may be) such that they are no longer entitled to be System Administrators); 3.1.7 ensure that it responsibly manages access rights (including individualised login and password information) to the SaaS Services by its Customer Users and System Administrators and promptly revokes such access rights where a Customer User or System Administrator is no longer entitled to access the SaaS Services; 3.1.8 ensure that its Customer Users using the Software, and any applicable Third Party Software or Third Party Services, on or in connection with the SaaS Services are trained to use them competently; and 3.1.9 ensure that only Customer Users operate the SaaS Service, Software and any applicable Third Party Software and Third Party Service in accordance with this Agreement and any Third Party Service Licences as applicable and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by Ciphr CIPHR or, in the case of any Third Party Service, in accordance with the terms and conditions of the Third Party Service Licence. 3.2 The Customer acknowledges and agrees that CiphrCIPHR’s ability to deliver the Services also depends upon the Customer’s timely cooperation and prompt response to issues or requirements referred to it in connection with the Services, as well as the accuracy and completeness of any information the Customer provides. 3.3 To the extent that the Customer provides Ciphr CIPHR access to Customer premises or facilities in connection with this Agreement, the Customer shall comply with its obligations under applicable health and safety regulations with respect to the provision of such access and facilities to CiphrCIPHR. 3.4 In relation to its use of the Services, the Customer acknowledges and agrees that it is solely responsible for complying with any laws or paying any taxes duties and tariffs applicable in any way to its use of the Services (other than taxes on the net income of CiphrCIPHR).