Common use of Customer Obligations Clause in Contracts

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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 acts, regulations and codes of practice relating to health and safety, which may apply; 4.1.7 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; 4.1.8 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS Service; 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 Civica, keep Civica 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 of the SasS Service or the unauthorised use 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 its use of the Software.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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 relating to health and safety, which may apply; 4.1.7 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; 4.1.8 not use the SaaS Service 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS ServiceServices, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS ServiceServices; 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract; and 4.1.10 4.1.11 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 Civica, keep Civica 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 of the SasS Service Software or the unauthorised use of the SaaS Service Software 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 its use of the Software.

Customer Obligations. 4.1 Customer agrees it will: 4.1.1 only use access the Products, Services and Software SaaS Service for its own internal business purposes; 4.1.2 comply with the terms and conditions of this Contract, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its hardware, network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 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); 4.1.9 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 to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 versionversion for access; 4.1.9 obtain and shall maintain all necessary licences, consents, and permissions necessary for accessing the SaaS ServiceCivica, its contractors and agents to perform their obligations under this Contract; 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 Civicaindemnify, keep Civica 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 of access to the SasS SaaS Service or the unauthorised use 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 its Customer’s use of the SoftwareSaaS Service. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by to Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 not use the SaaS Service 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS ServiceServices, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS ServiceServices; 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract; and 4.1.10 4.1.11 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Authorized Users) when such licence or usage limitations are exceeded. 4.2 Customer shall indemnify Civicaindemnify, keep Civica 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 of the SasS Service Software or the unauthorised unauthorized use of the SaaS Service Software 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 its Customer’s use of the Software. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its hardware, network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 4.1.7 not use the SaaS Service 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); 4.1.9 4.1.8 make its own arrangements for internet access in order to access use the SaaS ServiceSoftware, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access use the SaaS Service 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 accessing the SaaS ServiceCivica, its contractors and agents to perform their obligations under this Contract; 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 Civicaindemnify, keep Civica 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 SasS Service Software or the unauthorised use of the SaaS Service Software 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 its Customer’s use of the Software. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by to Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 not use the SaaS Service 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS ServiceServices, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS ServiceServices; 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract; and 4.1.10 4.1.11 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Authorized Users) when such licence or usage limitations are exceeded. 4.2 Customer warrants that it shall indemnify Civica, keep Civica 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 no way connected with Customer’s allow unauthorized use of the SasS Service Software by the Customer, Authorized Users or the unauthorised use 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 its Customer’s use of the Software. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 2.1 Customer agrees it will: 4.1.1 2.1.1 only use the Products, Services Products and Software for its own internal business purposes; 4.1.2 2.1.2 comply with the terms and conditions of this Contract, in particular the Special theses Software Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 2.1.3 ensure that its hardware, network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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 acts, regulations and codes of practice relating to health and safety, which may apply; 4.1.7 2.1.4 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; 4.1.8 2.1.5 not use the SaaS Service Software 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); 4.1.9 2.1.6 make its own arrangements for internet access in order to access use the SaaS ServiceSoftware, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access use the SaaS Service 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; 2.1.7 obtain and shall maintain all necessary licences, consents, and permissions necessary for accessing the SaaS ServiceCivica, its contractors and agents to perform their obligations under these Software Terms; and 4.1.10 2.1.8 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 2.2 Customer shall indemnify Civicaindemnify, keep Civica 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 SasS Service Software or the unauthorised use of the SaaS Service Software by any third party whether through breach of this Contract these Software Terms or any other negligent or wrongful act. 4.3 2.3 Customer shall allow Civica reasonable access, as required, to provide the Services and/or undertake an audit of its Customer’s use of the Software. 2.4 Acceptance of the Software will be on the earlier of when the Software is ready for use by the Customer or use by Customer of the Software. 2.5 If the Customer or any of its Authorised Users requests the same or substantially the same advice or assistance on more than one occasion; or makes requests which may reasonably be considered excessive or an abuse of the Support Service, or requests advice or assistance for matters which a reasonable trained user ought to be able answer or solve for themselves, then Civica may do all or any of the following at its sole discretion: 2.5.1 require the Customer to take reasonable action with respect to the particular Authorised User(s) concerned; 2.5.2 refuse to answer any further such requests for advice or assistance; or 2.5.3 require the Customer to provide further training to its Authorised Users and the Customer shall pay an additional charge for any such training provided by Civica. 2.6 Civica may use data collection technology to collect technical information to improve the Software, to provide associated services, to adapt them to user preferences, and to prevent the unlicensed or illegal use of the Software. Customer agrees Civica may use such information provided it is in a form that does not personally identify any person.

Customer Obligations. 4.1 Customer agrees it will: 4.1.1 only use the Products, Services and Software for its own internal business purposes;purposes;‌ 4.1.2 comply with the terms and conditions of this Contract, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- co-operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time;time;‌ 4.1.6 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 acts, regulations and codes of practice relating to health and safety, which may apply; 4.1.7 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; 4.1.8 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS Service; 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.exceeded.‌ 4.2 Customer shall indemnify Civica, keep Civica 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 of the SasS Service or the unauthorised use 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 its use of the SoftwareSoftware.‌ 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 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, in particular the Special Terms;Terms;‌ 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by to Civica to its sites in order for Civica to perform its obligations under this Contract and co- co-operate, as necessary, with Civica in relation to the provision of the Services;Services;‌ 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS ServiceService;‌ 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract; and 4.1.10 4.1.11 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 Civicaindemnify, keep Civica 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 of the SasS Service or the unauthorised use of the SaaS Service by any third party whether through breach of this Contract or any other negligent or wrongful act.act.‌ 4.3 Customer shall allow Civica reasonable access, as required, to provide the Services and/or undertake an audit of its Customer’s use of the Software. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.‌

Customer Obligations. 4.1 6.1 To assist Softcat to fulfil its obligations under the Contract, the Customer agrees it will: 4.1.1 only use the Products, Services 6.1.1. provide Softcat promptly with any information and Software for its own internal business purposes; 4.1.2 comply with the terms and conditions of this Contract, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica assistance it may reasonably require from time to time; 4.1.6 6.1.2. afford Softcat full and safe access to the Customer Site(s) and the Customer Site Equipment during normal working hours; 6.1.3. provide at the relevant Customer Site(s) all suitable computer hardware, software and 8 Private & Confidential Master Services Agreement telecommunications equipment (other than those specified to be provided by Softcat in the Work Order); 6.1.4. where Civica personnel are required applicable, install the correct management agents for the Customer’s Operating Environment, or if Softcat installs management agents as part of the Managed Services, not interfere with such management agents; 6.1.5. provide Softcat with copies of all policies that Softcat is expected to work observe at the Customer premisesSites; 6.1.6. appoint a Customer Representative who will be Softcat’s primary contact at the Customer and who must have or promptly be able to obtain sufficient authority to make all necessary decisions in relation to the Contract. The Customer will use reasonable endeavours to ensure continuity of the Customer’s Representative. 6.1.7. comply with all applicable laws and regulations with respect to its activities under the Contract; 6.1.8. carry out its responsibilities to Softcat in a timely and efficient manner. In default of such obligation, Softcat may adjust any timetable or delivery schedule as reasonably necessary; 6.1.9. use, and procure that its officers, employees, workers and subcontractors use, the Managed Services only in accordance with the Acceptable Use Policy; 6.1.10. ensure that its personnel provide all reasonable assistance the Managed Services are not used 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 acts, regulations and codes of practice relating to health and safety, which may apply; 4.1.7 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; 4.1.8 not use the SaaS Service to store, reproducereceive, transmit, communicate host or knowingly receive otherwise process any material which and/or communication (other than entirely unsolicited inbound communications) that is offensivemenacing, racistof a junk-mail or spam-like nature, abusiveillegal, indecentobscene, threatening, defamatory, obscenediscriminatory, threatening actionable, or menacing in violation of (or which would place Softcat in violation of) any rules, regulations or laws to which the use of the Managed Services are subject, or infringe the Intellectual Property Rights of Softcat or any third party; 6.1.11. inform Softcat of any new applications and or services brought onto the Managed Services and ensure that such applications or services are licensed and compliant; 6.1.12. where relevant, properly train, supervise and manage its personnel in the use and application of the Managed Services; and 6.1.13. implement effective and appropriate backup and other procedures for the protection of its data where backup and restore services are not part of the Managed Services. 6.2 Additionally, and notwithstanding the above, Softcat will not be responsible for any failure to provide the Managed Services unless the Customer has met or observed the following requirements: 6.2.1. all Customer hardware and software configurations to be determined supported by Civica, in its sole discretion, acting reasonably)Softcat have been installed by Softcat or have been reviewed by both parties and agreed that the solution presented is both suitable for purpose and within the ability of both parties to sustain; 4.1.9 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to 6.2.2. the Customer has assumed responsibility for the purchase of associated hardware and software Maintenance Contracts. Where any related Maintenance Contract has been arranged directly with an IT Partner by Civica from time to time. Civica the Customer, the Customer shall not be liable responsible for Customer’s inability to access the SaaS Service if it is due to advising that IT Partner that Softcat will be managing the Customer’s inability to establish an internet connectionsystems from the applicable start date and, or not having their browser set to the correct type and versionextent required, procuring for accessing Softcat a right to use the SaaS Serviceservices provided under such Maintenance Contract; 6.2.3. the Customer has ensured that the performance or operation of any Customer installed applications have no direct impact upon Softcat’s ability to deliver the agreed Service Levels; and 4.1.10 pay 6.2.4. the additional fees to accommodate higher usage volumes (including the number Customer has advised Softcat of Authorised Users) when such licence or usage limitations are exceededits internal procedures of internal escalation and systems maintenance. 4.2 6.3 If the Customer shall indemnify Civicawishes to make any alterations, keep Civica indemnified and hold Civica harmless from and against all claims, liabilities, proceedings, costs, damages, lossesadditions, or expenses incurred by Civica caused bymaintenance that will or may impact upon Softcat’s ability to deliver the Managed Services, then the Customer will inform Softcat in writing of such works prior to their commencement. 6.4 In the event that the Customer, or in any way connected with Customer’s use of the SasS Service or the unauthorised use of the SaaS Service by any third party whether through breach who is not a sub-contractor of this Contract Softcat, omits or commits anything that prevents or delays Softcat from undertaking or complying with any other negligent of its obligations under the Contract, then Softcat shall notify the Customer as soon as possible and Softcat will have no liability in respect to any delay in the provision of the Managed Service that results from such act or wrongful actomission. 4.3 6.5 Softcat may charge the Customer shall allow Civica for any additional reasonable accesscosts and expenses properly incurred by Softcat caused by variation in the Customer’s instructions, as required, any failure on the part of the Customer to provide the Services and/or undertake an audit of its use of the Softwareinstructions in a reasonable and timely manner, or other failure to comply with this Clause 6.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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 acts, regulations and codes of practice relating to health and safety, which may apply; 4.1.7 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; 4.1.8 not use the SaaS Service 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS ServiceServices, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS Service; Services; 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract and 4.1.10 4.1.11 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Authorized Users) when such licence or usage limitations are exceeded. 4.2 Customer shall indemnify Civica, keep Civica 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 of the SasS Service Software or the unauthorised unauthorized use of the SaaS Service Software 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 its use of the Software.

Customer Obligations. 4.1 2.1 Customer agrees it will: 4.1.1 2.1.1 only use access the Products, Services and Software SaaS Service for its own internal business purposes; 4.1.2 2.1.2 comply with the terms and conditions of this Contract, in particular the Special these SaaS Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 2.1.3 ensure that its hardware, network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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 acts, regulations and codes of practice relating to health and safety, which may apply; 4.1.7 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; 4.1.8 2.1.4 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); 4.1.9 2.1.5 make its own arrangements for internet access in order to access the SaaS Service, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 versionversion for access; 2.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for accessing the Civica, its contractors and agents to perform their obligations under these SaaS ServiceTerms; and 4.1.10 2.1.7 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 2.2 Customer shall indemnify Civicaindemnify, keep Civica 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 of access to the SasS SaaS Service or the unauthorised use access of the SaaS Service by any third party whether through breach of this these SaaS Terms or the Contract or any other negligent or wrongful act. 4.3 2.3 Customer shall allow Civica reasonable access, as required, to provide the Services SaaS Service and/or undertake an audit of its Customer’s use of the SoftwareSaaS Service. 2.4 If the Customer or any of its Authorised Users requests the same or substantially the same advice or assistance on more than one occasion; or makes requests which may reasonably be considered excessive or an abuse of the support element of the SaaS Service, or requests advice or assistance for matters which a reasonable trained user ought to be able answer or solve for themselves, then Civica may do all or any of the following at its sole discretion: 2.4.1 require the Customer to take reasonable action with respect to the particular Authorised User(s) concerned; 2.4.2 refuse to answer any further such requests for advice or assistance; or 2.4.3 require the Customer to provide further training to its Authorised Users and the Customer shall pay an additional charge for any such training provided by Civica. 2.5 Civica may use data collection technology to collect technical information to improve the SaaS Service, to provide associated services, to adapt them to user preferences, and to prevent unlicensed or illegal access to the SaaS Service. Customer agrees Civica may use such information provided it is in a form that does not personally identify any person.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by to Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 not use the SaaS Service 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS ServiceServices, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS ServiceServices; 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract; and 4.1.10 4.1.11 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 Civicaindemnify, keep Civica 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 of the SasS Service Software or the unauthorised use of the SaaS Service Software 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 its Customer’s use of the Software. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by to Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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; 4.1.7 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; 4.1.8 not use the SaaS Service to storeobtain and shall maintain all necessary licences, reproduceconsents, transmit, communicate or knowingly receive any material which is offensive, racist, abusive, indecent, defamatory, obscene, threatening or menacing (to be determined by and permissions necessary for Civica, in its sole discretion, acting reasonably); 4.1.9 make its own arrangements for internet access in order contractors and agents to access the SaaS Service, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service if it is due to the Customer’s inability to establish an internet connection, or not having perform their browser set to the correct type and version, for accessing the SaaS Serviceobligations under this Contract; and 4.1.10 4.1.9 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Authorized Users) when such licence or usage limitations are exceeded. 4.2 Customer shall indemnify Civica, keep Civica 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 of the SasS Service Software or the unauthorised unauthorized use of the SaaS Service Software 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 its Customer’s use of the Software. 4.4 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.

Customer Obligations. 4.1 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, in particular the Special Terms; 4.1.3 pay the Charges to Civica; 4.1.4 permit reasonable access by Civica to its sites in order for Civica to perform its obligations under this Contract and co- operate, as necessary, with Civica in relation to the provision of the Services; 4.1.5 ensure that its network and systems comply with the relevant specifications provided by Civica from time to time; 4.1.6 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 relating to health and safety, which may apply; 4.1.7 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; 4.1.8 not use the SaaS Service 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); 4.1.9 make its own arrangements for internet access in order to access the SaaS ServiceServices, with the required type and version of browser as notified to the Customer by Civica from time to time. Civica shall not be liable for Customer’s inability to access the SaaS Service 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 accessing the SaaS ServiceServices; 4.1.10 obtain and shall maintain all necessary licences, consents, and permissions necessary for Civica, its contractors and agents to perform their obligations under this Contract; and 4.1.10 4.1.11 pay the additional fees to accommodate higher usage volumes (including the number of Authorised Authorized Users) when such licence or usage limitations are exceeded. 4.2 Customer shall indemnify Civica, keep Civica 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 of the SasS Service Software or the unauthorised unauthorized use of the SaaS Service Software 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 its use of the Software.