Customer Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term: 4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences. 4.1.2 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement; 4.1.3 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the Supplier/or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials; 4.1.4 comply with, insofar as they relate to the Services provided under this Agreement: 4.1.4.1 the Acceptable Use Policy; 4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority; 4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and 4.1.4.4 all instructions issued by a regulatory body and notified to the Customer; 4.1.5 not use or permit the Services to be used for: 4.1.5.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or 4.1.5.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance; 4.1.6 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
Appears in 5 contracts
Samples: It Services Agreement, It Services Agreement, It Services Agreement
Customer Obligations. 4.1 Without prejudice Customer agrees it will:
4.1.1 only use the Products, Services and Software for its own internal business purposes;
4.1.2 comply with the terms and conditions of this Contract;
4.1.3 pay the Charges to Civica;
4.1.4 ensure that its hardware, network and systems comply with the relevant specifications provided by Civica from time to time;
4.1.5 where Civica personnel are required to work at Customer premises, ensure that its personnel provide all reasonable assistance to them including desk space and wireless connection, as and when required by Civica to discharge its obligations, and in particular take all measures necessary to comply with acts, regulations and codes of practice including those relating to health and safety, which may apply;
4.1.6 when notified by Civica or the owners of Products supplied, implement promptly any Maintenance Releases or other fixes or upgrades of any system software necessary for the successful operation of the Software and/or Products;
4.1.7 not use the Services to store, reproduce, transmit, communicate or knowingly receive any material which is offensive, racist, abusive, indecent, defamatory, obscene, threatening or menacing (to be determined by Civica, in its sole discretion, acting reasonably);
4.1.8 make its own arrangements for internet access in order to use the Software, with the required type and version of browser as notified by Civica from time to time. Civica shall not be liable for Customer’s inability to use the Services and/or Software if it is due to the Customer’s inability to establish an internet connection, or not having their browser set to the correct type and version;
4.1.9 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this AgreementContract; and
4.1.10 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Users) when such licence or usage limitations are exceeded.
4.2 Customer shall indemnify, keep indemnified and hold Civica harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Civica caused by, or in any way connected with Customer’s use or misuse of the Software or the unauthorised use of the Software by any third party whether through breach of this Contract or any other negligent or wrongful act.
4.3 Customer undertakes shall allow Civica reasonable access, as required, to provide the Supplier Services and/or undertake an audit of Customer’s use of the Software.
4.4 Customer represents and warrants that it shall during possesses the Term:
4.1.1 procure all necessary rights full power and licences authority to enable the Supplier to exercise its rights and/or enter into and perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licencesContract.
4.1.2 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the Supplier/or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 the Acceptable Use Policy;
4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 not use or permit the Services to be used for:
4.1.5.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
Appears in 3 contracts
Samples: Terms and Conditions, Civica Software Terms and Conditions, Terms and Conditions
Customer Obligations. 4.1 Without prejudice Customer agrees it will:
4.1.1 only access the SaaS Service for its own internal business purposes;
4.1.2 comply with the terms and conditions of this Contract;
4.1.3 pay the Charges to Civica;
4.1.4 ensure that its other hardware, network and systems comply with the relevant specifications provided by Civica from time to time;
4.1.5 where Civica personnel are required to work at Customer premises, ensure that its personnel provide all reasonable assistance to them including desk space and wireless connection, as and when required by Civica to discharge its obligations, and in particular take all measures necessary to comply with acts, regulations and codes of practice including those relating to health and safety, which may apply;
4.1.6 not use the SaaS Service to store, reproduce, transmit, communicate or knowingly receive any material which is offensive, racist, abusive, indecent, defamatory, obscene, threatening or menacing (to be determined by Civica, in its sole discretion, acting reasonably);
4.1.8 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified by Civica from time to time. Civica shall not be liable for Customer’s inability to access the Services if it is due to the Customer’s inability to establish an internet connection, or not having their browser set to the correct type and version for access;
4.1.9 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this AgreementContract; and
4.1.10 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Users) when such usage limitations are exceeded.
4.2 Customer shall indemnify, the Customer undertakes keep indemnified and hold Civica harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Civica caused by, or in any way connected with Customer’s access to the Supplier SaaS Service or the unauthorised access of the SaaS Service by any third party whether through breach of this Contract or any other negligent or wrongful act.
4.3 Customer shall allow Civica reasonable access, as required, to provide the Services and/or undertake an audit of Customer’s use of the SaaS Service.
4.4 Customer represents and warrants that it shall during possesses the Term:
4.1.1 procure all necessary rights full power and licences authority to enable the Supplier to exercise its rights and/or enter into and perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licencesContract.
4.1.2 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the Supplier/or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 the Acceptable Use Policy;
4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 not use or permit the Services to be used for:
4.1.5.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
Appears in 3 contracts
Samples: Saas Terms and Conditions, Saas Terms and Conditions, Saas Terms and Conditions
Customer Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;; Service Provider Agreement
4.1.3 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the Supplier/or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 the Acceptable Use Policy;
4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 not use or permit the Services to be used for:
4.1.5.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
Appears in 1 contract
Samples: Service Provider Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific Customer Obligations.
6.2 The Customer shall:
6.2.1 register with and generate a unique password for an account on EDGE within 21 days of the Effective Date;
6.2.2 determine and provide to the Supplier a unique Service Administration Password (which is separate to its EDGE password) by the Commencement Date for the relevant Service;
6.2.3 be responsible for safeguarding its EDGE credentials and Service Administration Password;
6.2.4 be liable for any use of the Customer’s EDGE account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.5 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
6.3 The Customer acknowledges that there may be a delay between usage of Services and Charges being incurred and information relating to such usage or Charges being shown on EDGE.
6.4 The Customer shall not be relieved from liability for any call or other usage related Charges where such usage was unintentional, including usage arising from fraud committed against, or a security breach suffered by the Customer, except where any such fraud or security breach is caused directly by the negligence of, or a breach of this Agreement by, the Supplier. The Customer acknowledges that the Supplier recommends the Customer implements appropriate access security and internal policies, such as call barring, to manage its usage and Charges.
6.5 Where the Services include the use by the Customer of the Network, the Customer shall:
6.5.1 not connect any equipment or apparatus whatsoever (including without limitation phones, extensions, wiring, sockets and other equipment) to the Network without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. The Supplier may withdraw any such consent at any time by giving the Customer reasonable notice;
6.5.2 ensure that any equipment or apparatus which the Customer wishes to connect or connects to the Network conforms at all times to the standard or standards (if any) for the time being designated under the Communications Act 2003 or any other Applicable Law, and the Supplier shall not be under any obligation to connect or keep connected any of the Customer’s apparatus if it does not comply or if, in the reasonable opinion of the Supplier, it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by the Supplier; and
6.5.3 not introduce to the Network any viruses or other software program or code which has the capability to destroy, interfere with, corrupt, or cause undesired effects on the content or accessibility of program files, data or other information, whether or not its operation is immediate or delayed (“Viruses”) and take all reasonable steps to prevent such introduction of Viruses.
6.6 Save to the extent provided by the Supplier as part of the Services, the Customer shall be responsible for the maintenance, upgrading and security of its IT infrastructure Accordingly, where any hardware or software forming part of the Customer’s IT infrastructure that is necessary for the performance of the Services is no longer supported by the relevant third party supplier (ie it becomes “end of life”), the Customer shall ensure that such hardware or software is promptly replaced and/or upgraded as necessary to enable the Supplier to continue to provide the Services. Where the Customer’s failure to meet its obligations under this clause 6.6 materially impairs the ability of the Supplier to provide any part of the Services, the Supplier may, at its discretion, terminate the affected Services.
Appears in 1 contract
Samples: Managed Services Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when x Service Provider Agreement using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific Customer Obligations.
6.2 The Customer shall:
6.2.1 register with and generate a unique password for an account on the Digital Space customer portal within 21 days of the Effective Date;
6.2.2 determine and provide to the Supplier a unique Service Administration Password (which is separate to its Digital Space customer portal password) by the Commencement Date for the relevant Service;
6.2.3 be responsible for safeguarding its Digital Space customer portal credentials and Service Administration Password;
6.2.4 be liable for any use of the Customer’s Digital Space customer portal account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.5 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
6.2.6 comply with the General Terms and Conditions for use of Website and Portals of the Supplier available at xxx.xxxxxxxxxxxx.xx.xx/xxxxxxxxxxx/ , as amended from time to time.
6.3 The Customer acknowledges that there may be a delay between usage of Services and Charges being incurred and information relating to such usage or Charges being shown on the Digital Space customer portal.
6.4 The Customer shall not be relieved from liability for any call or other usage related Charges where such usage was unintentional, including usage arising from fraud committed against, or a security breach suffered by the Customer, except where any such fraud or security breach is caused directly by the negligence of, or a breach of this Agreement by, the Supplier. The Customer acknowledges that the Supplier recommends the Customer implements appropriate access security and internal policies, such as call barring, to manage its usage and Charges.
6.5 Where the Services include the use by the Customer of the Network, the Customer shall:
6.5.1 not connect any equipment or apparatus whatsoever (including without limitation phones, extensions, wiring, sockets and other equipment) to the Network without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. The Supplier may withdraw any such consent at any time by giving the Customer reasonable notice;
6.5.2 ensure that any equipment or apparatus which the Customer wishes to connect or connects to the Network conforms at all times to the standard or standards (if any) for the time being designated under the Communications Xxx 0000 or any other Applicable Law, and the Supplier shall not be under any obligation to connect or keep connected any of the Customer’s apparatus if it does not comply or if, in the reasonable opinion of the Supplier, it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by the Supplier; and
6.5.3 not introduce to the Network any viruses or other software program or code which has the capability to destroy, interfere with, corrupt, or cause undesired effects on the content or accessibility of program files, data or other information, whether or not its operation is immediate or delayed (“Viruses”) and take all reasonable steps to prevent such introduction of Viruses.
6.6 Save to the extent provided by the Supplier as part of the Services, the Customer shall be responsible for the maintenance, upgrading and security of its IT infrastructure. Accordingly, where any hardware or software forming part of the Customer’s IT infrastructure that is necessary for the performance of the Services is no longer supported by the relevant third party supplier (ie it becomes “end of life”), the Customer shall ensure that such hardware or software is promptly replaced and/or upgraded as necessary to enable the Supplier to continue to provide the Services. Where the Customer’s failure to meet its obligations under this clause 6.6 materially impairs the ability of the Supplier to provide any part of the Services, the Supplier may, at its discretion, terminate the affected Services.
Appears in 1 contract
Samples: Service Provider Agreement
Customer Obligations. 4.1 Without prejudice 6.1 In addition to its other complying with any obligations under set out elsewhere in this AgreementAgreement and/or any Order, the Customer undertakes shall be responsible for ensuring:
6.1.1 the management, accuracy, quality, and legality of the Customer Data;
6.1.2 it has such internet connectivity and mobile network coverage as may be necessary for the Customer to receive the Services;
6.1.3 the Services are suitable and adequate for its purposes;
6.1.4 it has obtained any permissions, licences and consents required for use of the Services;
6.1.5 it complies with all applicable local and foreign laws and regulations which may govern its activities in relation to and the use of the Services;
6.1.6 it makes any adjustments or changes within its own technical environment or business operations as may be necessary for it to receive the Services;
6.1.7 it carries out its obligations in a timely and efficient manner and ensures that its staff, third party contractors and any other persons for whom it is responsible comply with the provisions of this Agreement and/or any Order;
6.1.8 it provides such timely co-operation, facilities, and access to its premises and any relevant information, software, systems and documentation that the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences may reasonably require to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect provide the Services; and
6.1.9 it complies with any reasonable instructions of the Supplier in connection with the Services.
6.2 The Customer agrees that it shall also be responsible for:
6.2.1 complying with the Customer Agreement in the case of the Microsoft Cloud Services and with the relevant terms and conditions for the other Resold Services – this obligation is owed to both the Resold Services Providers and to the Supplier;
6.2.2 monitor applicable volume thresholds set out by the Resold Services Providers and manage any potential automatic renewals;
6.2.3 in relation to the Microsoft Cloud Services, monitoring its Customer Subscription(s) throughout the term of any Order, including in respect of any potential automatic renewals of the same under the Customer Agreement (the Customer agreeing that it is solely liable for giving any notice required to avoid any such automatic renewals);
6.2.4 managing and controlling access by users to the applications and systems which use the Services, and setting appropriate security controls and limits relating to such access;
6.2.5 obtaining and maintaining all necessary licenses from third Party software other than where parties (including Microsoft) which are necessary to enable the relevant systems of the Customer (or its sub-contractors) to use the Services use of the Services may require the Customer to purchase additional licences from such third parties and the Supplier is not responsible for auditing the Customer to ensure that it has specifically agreed in writing to acquire the relevant software appropriate quantity and quality of licences.
4.1.2 promptly provide the Supplier with , or for procuring such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreementlicences;
4.1.3 provide 6.2.6 the Supplier with such access to any premisescompatibility, legality, accuracy, completeness, operation, maintenance, security, backup and use of applications, software, systems and networks as network connectivity that it uses in connection with the Services unless they are expressly included in the applicable Services;
6.2.7 ensuring that users of the Services have received adequate training and that they undertake to carry out their role in relation to the operation of the Services, in line with good industry practice and any relevant documentation and reasonable advice given by the Supplier may reasonably require for the purposes of delivering or its providers;
6.2.8 using all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable notify the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the Supplier/promptly of any such unauthorised access or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 the Acceptable Use Policy;
4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provideruse; and
4.1.4.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 not use 6.2.9 ensuring that any third party providers of services or permit the Services to be used for:
4.1.5.1 any illegal, immoral systems (or unlawful purpose, or any purpose other than that for systems which the Services are provided; orto integrate with) provide all reasonable and necessary co-operation and assistance to deliver the necessary interfaces with the Services (such third party services being procured by the Customer at the Customer’s cost and expense)
4.1.5.2 6.3 The Customer agrees that if it terminates the transmission Services without agreeing exit services with the Supplier, then the Customer will itself be solely responsible for ensuring that its systems and/or data (including all Customer Data) have been migrated to an alternative platform before the termination date.
6.4 If the Supplier is delayed or impeded, or obliged to spend additional time or incur additional expenses, in the performance of any material which of its obligations relating to the Services by reason of any failure by the Customer or its staff or its third- party contractors or any other persons for whom it is illegalresponsible to comply with the Customer’s obligations under this Call-Off Contract and/or any Order, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;then the Customer agrees that:
4.1.6 notify 6.5 the Supplier promptly shall not be liable for any delay or default in writing performance to the extent that the same occurs as a result of any change such failure, and
6.6 the Supplier shall be entitled to its namerecover from the Customer the additional costs, operating address or registered office address;wasted costs and/or additional expenses that it has reasonably incurred to the extent that the same occurs as a result of such failure.
Appears in 1 contract
Samples: Framework Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any Third party software other than where the Supplier has specifically agreed in writing to acquire the relevant softwarelicences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office addressofficeaddress;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific CustomerObligations.
6.2 The Customer shall:
6.2.1 determine and provide to the Supplier a unique Service Administration Password (which is separate to its online billing password) by the earlier of: (i) the Commencement Date for the relevant Service; or (ii) 21 days after the EffectiveDate;
6.2.2 be responsible for safeguarding its online billing credentials and Service Administration Password;
6.2.3 be liable for any use of the Customer’s onlinebilling account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.4 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
6.2.5 comply with the General Terms and Conditions for useof Website and Portals of the Supplier available at xxx.xxxxxxxxxx.xxx, as amended from time to time.
6.3 The Customer acknowledges that there may be a delay between usage of Services and Charges being incurred and information relating to such usage or Charges being shown online when viewing billing information.
6.4 The Customer shall not be relieved from liability for any call or other usage related Charges where such usage was unintentional, including usage arising from fraud committed against, or a security breach suffered by, the Customer, except where any such fraud or security breach is caused directly by the negligence of, or a breach of this Agreement by, the Supplier. The Customer acknowledges that the Supplier recommends the Customer implements appropriate access security and internal policies, such as call barring, to manage its usage and Charges.
6.5 Where the Services include the use by the Customer of the Network, the Customer shall:
6.5.1 not connect any equipment or apparatus whatsoever (including without limitation phones, extensions, wiring, sockets and other equipment) to the Network without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. The Supplier may withdraw any such consent at any time by giving the Customer reasonable notice;
6.5.2 ensure that any equipment or apparatus which the Customer wishes to connect or connects to the Network conforms at all times to the standard or standards (if any) for the time being designated under the Communications Xxx 0000 or any other Applicable Law, and the Supplier shall not be under any obligation to connect or keep connected any of the Customer’s apparatus if it does not comply or if, in the reasonable opinion of the Supplier, it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by the Supplier; and
6.5.3 not introduce to the Network any viruses or other software program or code which has the capability to destroy, interfere with, corrupt, or cause undesired effects on the content or accessibility of program files, data or other information, whether or not its operation is immediate or delayed (“Viruses”) and take all reasonable steps to prevent such introduction of Viruses.
6.6 Save to the extent provided by the Supplier as part of the Services, the Customer shall be responsible for the maintenance, upgrading and security of its IT infrastructure. Accordingly, where any hardware or software forming part of the Customer’s IT infrastructure that is necessary for the performance of the Services is no longer supported by the relevant Third party supplier (ie it becomes “end of life”), the Customer shall ensure that such hardware or software is promptly replaced and/or upgraded as necessary to enable the Supplier to continue to provide the Services. Where the Customer’s failure to meet its obligations under this clause
Appears in 1 contract
Samples: Service Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific Customer Obligations.
6.2 The Customer shall:
6.2.1 register with and generate a unique password for an account on MyTimico within 21 days of the Effective Date;
6.2.2 determine and provide to the Supplier a unique Service Administration Password (which is separate to its MyTimico password) by the earlier of: (i) the Commencement Date for the relevant Service; or (ii) 21 days after the Effective Date;
6.2.3 be responsible for safeguarding its MyTimico credentials and Service Administration Password;
6.2.4 be liable for any use of the Customer’s MyTimico account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.5 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
6.2.6 comply with the General Terms and Conditions for use of Website and Portals of the Supplier available at xxx.xxxxxx.xx.xx/xxxxx-xxxxxxxx, as amended from time to time.
6.3 The Customer acknowledges that there may be a delay between usage of Services and Charges being incurred and information relating to such usage or Charges being shown on MyTimico.
6.4 The Customer shall not be relieved from liability for any call or other usage related Charges where such usage was unintentional, including usage arising from fraud committed against, or a security breach suffered by, the Customer, except where any such fraud or security breach is caused directly by the negligence of, or a breach of this Agreement by, the Supplier. The Customer acknowledges that the Supplier recommends the Customer implements appropriate access security and internal policies, such as call barring, to manage its usage and Charges.
6.5 Where the Services include the use by the Customer of the Network, the Customer shall:
6.5.1 not connect any equipment or apparatus whatsoever (including without limitation phones, extensions, wiring, sockets and other equipment) to the Network without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. The Supplier may withdraw any such consent at any time by giving the Customer reasonable notice;
6.5.2 ensure that any equipment or apparatus which the Customer wishes to connect or connects to the Network conforms at all times to the standard or standards (if any) for the time being designated under the Communications Xxx 0000 or any other Applicable Law, and the Supplier shall not be under any obligation to connect or keep connected any of the Customer’s apparatus if it does not comply or if, in the reasonable opinion of the Supplier, it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by the Supplier; and
6.5.3 not introduce to the Network any viruses or other software program or code which has the capability to destroy, interfere with, corrupt, or cause undesired effects on the content or accessibility of program files, data or other information, whether or not its operation is immediate or delayed (“Viruses”) and take all reasonable steps to prevent such introduction of Viruses.
6.6 Save to the extent provided by the Supplier as part of the Services, the Customer shall be responsible for the maintenance, upgrading and security of its IT infrastructure. Accordingly, where any hardware or software forming part of the Customer’s IT infrastructure that is necessary for the performance of the Services is no longer supported by the relevant third party supplier (ie it becomes “end of life”), the Customer shall ensure that such hardware or software is promptly replaced and/or upgraded as necessary to enable the Supplier to continue to provide the Services. Where the Customer’s failure to meet its obligations under this clause
Appears in 1 contract
Samples: Information and Communications Technology Services Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific Customer Obligations.
6.2 The Customer shall:
6.2.1 register with and generate a unique password for an account on MyTimico within 21 days of the Effective Date;
6.2.2 determine and provide to the Supplier a unique Service Administration Password (which is separate to its MyTimico password) by the earlier of: (i) the Commencement Date for the relevant Service; or (ii) 21 days after the Effective Date;
6.2.3 be responsible for safeguarding its MyTimico credentials and Service Administration Password;
6.2.4 be liable for any use of the Customer’s MyTimico account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.5 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
6.2.6 comply with the General Terms and Conditions for use of Website and Portals of the Supplier available at xxxxx://xxx.xxxxxx.xxx/terms-policies/, as amended from time to time.
6.3 The Customer acknowledges that there may be a delay between usage of Services and Charges being incurred and information relating to such usage or Charges being shown on MyTimico.
6.4 The Customer shall not be relieved from liability for any call or other usage related Charges where such usage was unintentional, including usage arising from fraud committed against, or a security breach suffered by, the Customer, except where any such fraud or security breach is caused directly by the negligence of, or a breach of this Agreement by, the Supplier. The Customer acknowledges that the Supplier recommends the Customer implements appropriate access security and internal policies, such as call barring, to manage its usage and Charges.
6.5 Where the Services include the use by the Customer of the Network, the Customer shall:
6.5.1 not connect any equipment or apparatus whatsoever (including without limitation phones, extensions, wiring, sockets and other equipment) to the Network without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. The Supplier may withdraw any such consent at any time by giving the Customer reasonable notice;
6.5.2 ensure that any equipment or apparatus which the Customer wishes to connect or connects to the Network conforms at all times to the standard or standards (if any) for the time being designated under the Communications Xxx 0000 or any other Applicable Law, and the Supplier shall not be under any obligation to connect or keep connected any of the Customer’s apparatus if it does not comply or if, in the reasonable opinion of the Supplier, it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by the Supplier; and
6.5.3 not introduce to the Network any viruses or other software program or code which has the capability to destroy, interfere with, corrupt, or cause undesired effects on the content or accessibility of program files, data or other information, whether or not its operation is immediate or delayed (“Viruses”) and take all reasonable steps to prevent such introduction of Viruses.
6.6 Save to the extent provided by the Supplier as part of the Services, the Customer shall be responsible for the maintenance, upgrading and security of its IT infrastructure. Accordingly, where any hardware or software forming part of the Customer’s IT infrastructure that is necessary for the performance of the Services is no longer supported by the relevant third party supplier (ie it becomes “end of life”), the Customer shall ensure that such hardware or software is promptly replaced and/or upgraded as necessary to enable the Supplier to continue to provide the Services. Where the Customer’s failure to meet its obligations under this clause
Appears in 1 contract
Samples: Services Agreements
Customer Obligations. 4.1 Without prejudice 5.1 During the Framework Term, Xxxxxx agrees to its other obligations under supply, and the Customer agrees to purchase, Services on the terms set out in this Agreement, the .
5.2 The Customer undertakes to the Supplier that it shall during the Termat all times and in all respects:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or 5.2.1 perform its obligations under in accordance with the terms of this Agreement Agreement;
5.2.2 comply with any additional or special responsibilities and Applicable Law in respect obligations of the Services, including Customer specified in respect each Statement of any third Party software other than where Work;
5.2.3 pay the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 promptly provide the Supplier with such information about its requirements Prices for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreementthe provisions of clause 10;
4.1.3 provide 5.2.4 co-operate with Roboyo in all matters arising under this Agreement or otherwise relating to the Supplier with such access performance of the Services;
5.2.5 make the Service Location or faculties accessible to any premises, systems Roboyo and networks Roboyo personnel as the Supplier may reasonably require be necessary for the purposes of delivering Roboyo to perform the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and otherwise comply with its obligations under Applicable Laws; where applicable permit the Supplier/or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreement. ;
5.2.6 provide access to the Customer Software, Customer systems and Customer Data as may be necessary for Roboyo to perform the Services and otherwise comply with its obligations under this Agreement;
5.2.7 provide the Customer Materials, and all other information, documents, materials, data or other items necessary for the provision of the Services, to Roboyo in a timely manner;
5.2.8 provide relevant information, instructions and assistance, including reasonable access to and cooperation by Customer personnel;
5.2.9 inform Xxxxxx in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services or the performance of any Statement of Work; and
5.2.10 obtain and maintain all necessary licences, permits and consents required to enable Roboyo to perform the Services and otherwise comply with its obligations under this Agreement.
5.3 The Customer shall co-operate in all respects with ensure that the computer and operating system and any audit and allow other hardware or software which Roboyo is asked by the Supplier and/or its appointed representatives access Customer to relevant documents, data, software, equipment and other relevant materials;
4.1.4 comply with, insofar as they relate use or modify for the purposes of performing Roboyo's obligations is either the property of the Customer or is legally licensed to the Customer and that Roboyo is authorised to use the same.
5.4 The Services are provided under this Agreement:
4.1.4.1 the Acceptable Use Policy;
4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 all instructions issued by a regulatory body and notified to at the Customer;
4.1.5 not use or permit ’s request and the Services to be used for:
4.1.5.1 any illegal, immoral or unlawful purpose, or any purpose other than Customer is responsible for ascertaining that for which the Services are provided; or
4.1.5.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 notify the Supplier promptly in writing of any change to suitable for its name, operating address or registered office address;own needs.
Appears in 1 contract
Samples: Framework Agreement
Customer Obligations. 4.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable permit the Suppliersupplier/or any of its appointed representatives (on reasonable notice and during normal Working Hours) to enter onto any of the Customer’s premises to audit the Customers compliance with its obligations under this Agreementagreement. The Customer Customers shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, datadate, software, equipment and other relevant materials;
4.1.4 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 the Acceptable Use Policy;; Service Provider Agreement
4.1.4.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 not use or permit the Services to be used for:
4.1.5.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
Appears in 1 contract
Samples: Service Provider Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific Customer Obligations.
6.2 The Customer shall:
6.2.1 register with and generate a unique password for an account on MyTimico within 21 days of the Effective Date;
6.2.2 determine and provide to the Supplier a unique Service Administration Password (which is separate to its MyTimico password) by the Commencement Date for the relevant Service;
6.2.3 be responsible for safeguarding its MyTimico credentials and Service Administration Password;
6.2.4 be liable for any use of the Customer’s MyTimico account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.5 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any Service Provider Agreement individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
6.2.6 comply with the General Terms and Conditions for use of Website and Portals of the Supplier available at xxx.xxxxxx.xx.xx/xxxxx-xxxxxxxx, as amended from time to time.
6.3 The Customer acknowledges that there may be a delay between usage of Services and Charges being incurred and information relating to such usage or Charges being shown on MyTimico.
6.4 The Customer shall not be relieved from liability for any call or other usage related Charges where such usage was unintentional, including usage arising from fraud committed against, or a security breach suffered by the Customer, except where any such fraud or security breach is caused directly by the negligence of, or a breach of this Agreement by, the Supplier. The Customer acknowledges that the Supplier recommends the Customer implements appropriate access security and internal policies, such as call barring, to manage its usage and Charges.
6.5 Where the Services include the use by the Customer of the Network, the Customer shall:
6.5.1 not connect any equipment or apparatus whatsoever (including without limitation phones, extensions, wiring, sockets and other equipment) to the Network without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed. The Supplier may withdraw any such consent at any time by giving the Customer reasonable notice;
6.5.2 ensure that any equipment or apparatus which the Customer wishes to connect or connects to the Network conforms at all times to the standard or standards (if any) for the time being designated under the Communications Xxx 0000 or any other Applicable Law, and the Supplier shall not be under any obligation to connect or keep connected any of the Customer’s apparatus if it does not comply or if, in the reasonable opinion of the Supplier, it is likely to cause death, personal injury, damage or to impair the quality of any Services provided by the Supplier; and
6.5.3 not introduce to the Network any viruses or other software program or code which has the capability to destroy, interfere with, corrupt, or cause undesired effects on the content or accessibility of program files, data or other information, whether or not its operation is immediate or delayed (“Viruses”) and take all reasonable steps to prevent such introduction of Viruses.
6.6 Save to the extent provided by the Supplier as part of the Services, the Customer shall be responsible for the maintenance, upgrading and security of its IT infrastructure. Accordingly, where any hardware or software forming part of the Customer’s IT infrastructure that is necessary for the performance of the Services is no longer supported by the relevant third party supplier (ie it becomes “end of life”), the Customer shall ensure that such hardware or software is promptly replaced and/or upgraded as necessary to enable the Supplier to continue to provide the Services. Where the Customer’s failure to meet its obligations under this clause 6.6 materially impairs the ability of the Supplier to provide any part of the Services, the Supplier may, at its discretion, terminate the affected Services.
Appears in 1 contract
Samples: Service Provider Agreement
Customer Obligations. 4.1 6.1 Without prejudice to its other obligations under this Agreement, the Customer undertakes to the Supplier that it shall during the Term:: Service Provider Agreement
4.1.1 procure all necessary rights and licences to enable the Supplier to exercise its rights and/or perform its obligations under this Agreement and Applicable Law in respect of the Services, including in respect of any third Party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences.
4.1.2 6.1.1 promptly provide the Supplier with such information about its requirements for the Services as the Supplier may reasonably require and request from time to time in order to enable it to provide the Services in accordance with this Agreement;
4.1.3 6.1.2 provide the Supplier with such access to any premises, systems and networks as the Supplier may reasonably require for the purposes of delivering the Services and co- co-operate with the Supplier’s reasonable requests from time to time for assistance and information to enable the Supplier to perform its obligations under this Agreement and comply with its obligations under Applicable Laws; where applicable ;
6.1.3 permit the Supplier/or any of its appointed representatives Supplier (on reasonable notice and during normal Working Hoursworking hours) to enter onto any of the Customer’s premises to audit the Customers Customer’s compliance with its obligations under this Agreement. The Customer shall co-operate in all respects with any audit and allow the Supplier and/or its appointed representatives access to relevant documents, data, software, equipment and other relevant materials;
4.1.4 6.1.4 procure all necessary rights and licences to enable the Supplier to perform its obligations under this Agreement in respect of the Services, including in respect of any third party software other than where the Supplier has specifically agreed in writing to acquire the relevant software licences;
6.1.5 comply with, insofar as they relate to the Services provided under this Agreement:
4.1.4.1 6.1.5.1 the Acceptable Use Policy;
4.1.4.2 6.1.5.2 all Applicable Laws and all codes of practice and other regulations issued by any competent authority;
4.1.4.3 6.1.5.3 all reasonable instructions of the Supplier or a Third Party Services Provider; and
4.1.4.4 6.1.5.4 all instructions issued by a regulatory body and notified to the Customer;
4.1.5 6.1.6 not use or permit the Services to be used for:
4.1.5.1 6.1.6.1 any illegal, immoral or unlawful purpose, or any purpose other than that for which the Services are provided; or
4.1.5.2 6.1.6.2 the transmission of any material which is illegal, defamatory, offensive, of an abusive or menacing character or that is likely to be deemed a nuisance;
4.1.6 6.1.7 notify the Supplier promptly in writing of any change to its name, operating address or registered office address;
6.1.8 ensure that its personnel do not engage in any inappropriate or abusive behaviour when using any helpdesk or customer services facility provided as part of the Services;
6.1.9 not be involved in, or knowingly, recklessly or negligently permit or negligently allow any other person to be involved in fraud, and to notify the Supplier immediately on the Customer becoming aware of or suspecting any fraud in connection with its use of the Services; and
6.1.10 comply with the Services Specific Customer Obligations.
6.2 The Customer shall:
6.2.1 register with and generate a unique password for an account on MyTimico within 21 days of the Effective Date;
6.2.2 determine and provide to the Supplier a unique Service Administration Password (which is separate to its MyTimico password) by the Commencement Date for the relevant Service;
6.2.3 be responsible for safeguarding its MyTimico credentials and Service Administration Password;
6.2.4 be liable for any use of the Customer’s MyTimico account and for any changes to this Agreement requested by any individual quoting the Service Administration Password;
6.2.5 until such time as it has generated and notified the Supplier of its Service Administration Password, be liable for all consequences of the Supplier acting on the instructions of any individual the Supplier reasonably considers to have authority to provide such instructions on behalf of the Customer; and
Appears in 1 contract
Samples: Service Provider Agreement
