Customer’s Obligations. 7.1 The Customer shall: (a) comply with: (i) the terms of the Connection Procedures when connecting Authorised Users to the Services; (ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time; (b) provide Xxxxxxxx with: (i) all necessary co-operation in relation to these terms and conditions; and (ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; (c) comply with all applicable laws and regulations with respect to its activities under the Agreement; (d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights; (e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions; (f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services; (g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services; (h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of: (i) health and safety; (ii) quality of the Services; (iii) an emergency; or (iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations; (i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any; (j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs; (k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions; (l) be solely responsible for maintaining the security of any equipment connected to the Services; and (m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet. 7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to: (a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); (b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and (c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 4 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Customer’s Obligations. 7.1 10.1 The Customer shall:
(a) comply with:
(i) co-operate with the terms of the Connection Procedures when connecting Authorised Users Supplier in all matters relating to the Services;
(iib) such other reasonable procedures relating provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the use of Customer’s premises, office accommodation, data and other facilities as required by the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to timeSupplier;
(bc) provide Xxxxxxxx with:to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete;
(id) inform the Supplier of all necessary co-operation in relation to these terms health and conditions; andsafety and security requirements that apply at any of the Customer’s premises;
(iie) all necessary access to such information as may be ensure that it has sufficient volume and type of Customer’s Equipment reasonably required by Xxxxxxxx; the Supplier in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cf) ensure that all the Customer's Equipment and Customer’s Operating Environment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services;
(h) keep, maintain and insure the Supplier's Equipment in accordance with the Supplier's instructions from time to time and not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation;
(i) apply such security measures as may, from time to time, be reasonably requested by the Supplier to securely provide the Services and/or protect the Supplier Equipment;
(j) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(k) transfer or otherwise provide access to any Assets requested by the Supplier from time to time;
(l) comply with any additional responsibilities of the Customer as set out in the relevant Statement of Work.
(m) for the provision of telephony services, inform the Supplier the relevant location where the phone will be primarily used for the purposes of the emergency services, and will update the Supplier if this location changes.
(n) be solely responsible for ensuring that in the event of transferring services from another supplier that any Customer Contracts are expired; the Supplier shall bear no liability whatsoever for any charges relating to a Customer Contract, including but not exhaustively:
(i) early termination charges
(ii) a continuation of charges after services have been transferred.
10.2 The Customer shall not store, distribute or transmit through the Services any material that:
(a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images; and/or
(d) not use promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or permit gender reassignment, or any other illegal activity.
10.3 The Customer shall remain solely responsible for the use of the Services under its control, including any use by third parties (whether fraudulent or invited by the Customer).
10.4 The Customer shall not provide the Services directly or indirectly to transmit data that infringes third parties.
10.5 If the Supplier's performance of its obligations under this Agreement is prevented or delayed, or if the Supplier fails to meet the applicable Service Level, as a result of any applicable lawsact or omission of the Customer, regulations its agents, subcontractors, consultants or third party rights;
(e) ensure that the Authorised Users use the Servicesemployees then, without prejudice to any other right or remedy it may have, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees toSupplier shall:
(a) comply with be allowed an extension of time to perform its obligations equal to the SIM Card End-User Terms delay caused by the Customer or shall not be liable for its failure to perform the Services (as the same case may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customerbe); and
(cb) indemnify Xxxxxxxx against all such be entitled to recover any additional feescosts, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to losses the relevant third party)Supplier sustains or incurs that arise directly or indirectly from such prevention or delay.
Appears in 3 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Customer’s Obligations. 7.1 6.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as it may be required by Xxxxxxxxreasonably require; in order to provide the Services, including but not limited access to the Customer Data, security access information and configuration servicessoftware interfaces to the Customer's other business applications;
(b) provide such personnel assistance as the Supplier may reasonably require from time to time;
(c) appoint a project manager (as may be updated from time to time), who shall have the authority to contractually bind the Customer on all matters relating to this agreement, and the Customer shall inform the Supplier of the name and relevant credentials of the project manager;
(d) use its reasonable endeavours to maintain consistency in respect of the project manager referred to in clause 6.1(c), but should the Customer need to replace the project manager, then it shall notify the Supplier as to their replacement;
(e) accept emergency and urgent clinical safety releases in respect of the Software on the basis that a risk assessment has been conducted by the Supplier’s (through accredited clinicians) and it has determined that the functionality used by the Customer poses (or is likely to pose) a risk to patients;
(f) accept monthly static data updates including terminology, medication and data dictionary files (these updates being a prerequisite for interoperability, safe prescribing and clinical decision support by those customers who use this functionality, but also is key in clinical coding and data dictionary management);
(g) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Servicesthis agreement;
(h) comply carry out, and procure that all Authorised Users carry out, all other Customer responsibilities set out in this agreement (including in any of the Schedules or in any agreed Project Plan) in a timely and efficient manner. In the event of any delays in the Customer's compliance with such reasonable instructions that its obligations under this agreement, the Supplier may be given to it by Xxxxxxxx which are necessary for reasons of:adjust any timetable or delivery schedule set out in this agreement or otherwise agreed as reasonably necessary; and
(i) health and safety;
(ii) quality of comply with any instructions issued by the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected Supplier pursuant to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetmaintenance provisions in Schedule 5.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 3 contracts
Samples: Clinical Services Software as a Service Agreement, Software as a Service Agreement, Clinical Services Software as a Service Agreement
Customer’s Obligations. 7.1 8.1 In addition to the obligations The Customer shall meet the responsibilities agreed by the parties in the Order Form. The Supplier shall be relieved of any obligation to provide the G-Cloud Services in the event that the Customer fails to meet any of its responsibilities and the Supplier may be obliged to increase the Usage Fees to reflect any increased obligation placed upon it by such failure.
8.2 The Customer shall, and shall ensure that Authorised Users shall, at no charge to the Supplier:
(a) comply with:
(i) a. provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-co- operation in relation to these terms and conditions; andthis Agreement;
(ii) all necessary access to such information complete and accurate information, systems, premises, facilities and utilities as may be required by Xxxxxxxx; the Supplier;
(iii) all necessary assistance in a timely manner from an appropriately skilled, experienced and authorised representative, including such status update reports as the Supplier may reasonably require, in order to provide render the G- Cloud Services, including but not limited to Customer Data, security access information and configuration services;
(c) b. comply with all applicable laws and regulations with respect to its activities under the or in connection with this Agreement;
(d) not use c. carry out all Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays, the Supplier may, at its reasonable discretion, adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary and make reasonable additional charges;
(e) d. ensure that the Authorised Users use the Services, the Software G-Cloud Services and the Documentation Controlling Specification in accordance with these the terms and conditions of this Agreement and shall be responsible for (i) any Authorised User’s breach of these terms this Agreement and conditions(ii) all activities carried out with an Authorised User’s password;
e. obtain, maintain and execute (fas appropriate) obtain and shall maintain all necessary licences, documents, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the this Agreement, including without limitation the G-Cloud Services;
(g) f. ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) g. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to [the ServicesSupplier’s data centres], and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
h. inform the Supplier in writing if at any time during the provision of the G-Cloud Services, the Customer notices or suspects that wrong assumptions have been made or wrong directions have been taken by the Supplier.
7.2 8.3 The Customer shall comply, and shall procure that each Authorised User shall comply, with all minimum volume and/or Volume Capacity commitments as may be specified in the Statement of Price.
8.4 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure represents that the Authorised Users are bound under similar obligations. In particularTransfer of Undertakings (Protection of Employment) Regulations 2006, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time or varied (“Transfer Regulations”), do not apply to time any use of, or provision of, the G-Cloud Services pursuant to this Agreement. If it is subsequently determined by Xxxxxxxx giving no less than 30 days’ notice a court or other tribunal of competent jurisdiction that the Transfer Regulations do apply to the Customer);
(b) G- Cloud Services and/or the manner in which they are performed by the Supplier pursuant to this Agreement and/or any employee or former employee of the Customer or any Authorised User, the Customer shall indemnify and hold harmless the Supplier against any costs, claims, liabilities, damages, expenses and/or fines incurred by the Supplier in respect of redundancy, unfair dismissal, wrongful dismissal, breach of the Transfer Regulations or other claims relating to such employees, former employees and/or third parties. Each party agrees, at the other party’s request, to provide reasonable assistance to comply with legal obligations and to help the Cloud Service End-User Terms (as the same may be amended from time other party to time by Xxxxxxxx giving no less than 30 days’ notice mitigate its liability in relation to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)this clause.
Appears in 3 contracts
Samples: Software as a Service Agreement, Software as a Service (Saas) Agreement, Software as a Service (Saas) Agreement
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:4.1.1 co-operate with the Supplier in all matters relating to the Works in conjunction with scheme rules, Planet Mark policies, processes and procedures.
(i) the terms 4.1.2 appoint a manager in respect of the Connection Procedures when connecting Authorised Users Works to be performed under each Proposal, such person as identified in the Proposal. That person shall have authority to contractually bind the Customer on all matters relating to the Servicesrelevant Works (including by signing Change Orders);
4.1.3 provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by the Supplier including any such access as is specified in a Proposal;
4.1.4 provide to the Supplier in a timely manner all documents, information, items and materials in any form (iiwhether owned by the Customer or a third party) such other reasonable procedures relating required under a Proposal or otherwise reasonably required by the Supplier in connection with the Works and ensure that they are accurate and complete;
4.1.5 inform the Supplier of all health and safety and security requirements that apply at [any of] the Customer's premises. If the Customer wishes to make a change to those requirements which will materially affect provision of the Works, it can only do so via the change control procedure set out in clause 5 (Change control);
4.1.6 ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Works and conforms to all relevant United Kingdom standards or requirements;
4.1.7 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Works, including in relation to the installation of the Supplier's Equipment, the use of all Customer Materials and the use of the Smart Hubs and/or Customer's Equipment, in all cases before the Services as Xxxxxxxx shall notify date on which the Works are to the Customer from time to timestart;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms 4.1.8 keep, maintain and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide insure the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Supplier's Equipment in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable Supplier's instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults and not dispose of or providing support use the Supplier's Equipment other than in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the ServicesSupplier's written instructions or authorisation; and
(m) 4.1.9 comply with any additional responsibilities of the Customer as set out in the relevant Proposal.
4.2 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be solely responsible for procuring and maintaining allowed an extension of time to perform its network connections and telecommunications links from its systems obligations equal to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or delay caused by the internetCustomer.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 3 contracts
Samples: Service Agreement, Service Agreement, Service Agreement
Customer’s Obligations. 7.1 3.1 The Customer shall:
(a) comply shall promptly provide the CSU with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) 3.1.1 all necessary co-operation and assistance in relation to these terms and conditions; andthis Agreement;
(ii) 3.1.2 all necessary access to or copies of such information as may be required by Xxxxxxxx; the CSU in order to provide the ServicesServices and ensure that all information which it provides to the CSU is accurate, including but not limited adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer Datashall promptly:
3.2.1 allow the CSU, security its agents and subcontractors access information to the Customer’s premises, office accommodation, and configuration servicesother facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
(c) 3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 3.2.5 ensure that the Authorised Users CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Software Customer will inform the CSU of all health and the Documentation in accordance with these terms safety rules and conditions regulations and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure other reasonable security requirements that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement apply at any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given premises to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third partiesCSU requires access. The Customer agrees shall take all necessary precautions to be bound by such terms protect the health and to ensure that safety and security of the Authorised Users CSU’s personnel whilst they are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of at the Customer’s termination of premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).Specific Terms; and
Appears in 3 contracts
Samples: General Terms and Conditions, General Terms and Conditions, General Terms of Business
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cii) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(diii) not use carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(eiv) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(fv) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gvi) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mvii) be be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring procuring, maintaining and maintaining securing its network connections and telecommunications links from its systems to the ServicesSupplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 8.2 The Customer acknowledges that Xxxxxxxx shall provide some elements own all right, title and interest in and to all of the Services (including, Customer Data that is not personal data and shall have sole responsibility for the avoidance legality, reliability, integrity, accuracy and quality of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. all such Customer Data.
8.3 The Customer agrees and the Customer End Users agree to be abide by and are bound by such the following Zoom terms and to ensure that the Authorised Users are bound under similar obligations. In particularconditions, the Customer agrees toand policies:
(ai) comply with the SIM Card End-User Zoom XXXX xxxxx://xxxx.xx/docs/en-us/XXXX-terms-of-service.html;
(ii) Zoom Services Description xxxxx://xxxxxxx.xxxx.xx/en/services-description/;
(iii) Zoom Premier Support Terms xxxxx://xxxxxxx.xxxx.xx/en/reseller-customer-premier-support-terms/;
(as the same iv) Zoom Phone Numbering Policy xxxxx://xxxxxxx.xxxx.xx/docs/doc/Zoom-Phone-Numbering-Policy.pdf;
(v) Zoom Phone Acceptable Use Policy xxxxx://xxxxxxx.xxxx.xx/en/trust/zoom-phone-acceptable-use-policy/;
(vi) Zoom Contact Center Accelerable Use Policy xxxxx://xxxxxxx.xxxx.xx/en/trust/contactcenter-acceptable-use-policy/
(vii) And any other terms and policies that Zoom may be amended add or update from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).xxxxx://xxxx.xx/legal
Appears in 2 contracts
Samples: Managed Services Agreement, Cloud Software Agreement
Customer’s Obligations. 7.1 6.1 The Customer shall:
(a) comply with:
co-operate with Pure IP in all matters relating to the Services and appoint the Customer’s Designated Person (i) in accordance with Clause 23.1), who shall have the terms of authority to contractually bind the Connection Procedures when connecting Authorised Users Customer on matters relating to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
permit or procure permission in a timely manner for the Pure IP Personnel to have such access to, and facilities at, the Site(s) (i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Servicesincluding, including but not limited to, the Pure IP Equipment and the Customer Equipment) as Pure IP may reasonably require so as to Customer Data, security access information and configuration servicesenable Pure IP to carry out its obligations under a Contract;
(c) comply with all applicable laws provide in a timely manner such information and regulations with respect assistance as Pure IP may reasonably require so as to enable Pure IP to carry out its activities obligations under the AgreementContract, and ensure that such information is accurate in all material respects;
(d) not use or permit be responsible (at its own cost) for preparing the use relevant Site for the supply of the Services to transmit data that infringes any applicable laws, regulations or third party rightsand for providing a safe work environment for the Pure IP Personnel visiting the Customer’s Site;
(e) ensure that obtain and maintain any necessary consents to permit Pure IP to provide the Authorised Users use Services including (if applicable) consents from the Services, the Software Customer’s Personnel and the Documentation in accordance with these terms and conditions and shall be responsible any call participants for any Authorised User’s breach recordings to be made by Pure IP, provision of these terms and conditionsany necessary sub-licences and/or rights to use any third party software forming part of the Customer Equipment;
(f) obtain provide any power or communications wires and shall maintain all cables, connectors and peripherals at the Site necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to enable Pure IP to perform their obligations under the Agreement, including without limitation the its Services;
(g) ensure that its network supply Pure IP with internet access as may be necessary for Pure IP to download materials which are required to build, configure and systems comply with test the relevant specifications provided by Xxxxxxxx from time Services or to time. In particulartest, the Customer shall promptly install diagnose and implement correct any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks fault in its use of the Services;
(h) comply supply Pure IP with such reasonable instructions that remote access as may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health Pure IP to install, configure, test, diagnose and safety;
(ii) quality of correct any fault in the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps procure the co-operation of any sub-contractors to ensure that any end users agree the Customer if reasonably requested so to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;do by Pure IP; and
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services Site is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support prepared in accordance with these terms generally accepted principles for installation of IT solutions and conditions;
(l) be solely responsible in accordance with Pure IP’s instructions and is ready for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements installation of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Deliverables.
Appears in 2 contracts
Samples: Framework Agreement, Framework Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) 7.1.1 provide Xxxxxxxx with:
(i) Beacon with all necessary co-operation in relation to these terms this Agreement and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; Beacon in order to provide the Services, including but not limited to providing all relevant Customer Data, security access information and configuration servicesData promptly on commencement of this Agreement;
(c) 7.1.2 comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 7.1.3 ensure that the Authorised Users use the Services, the Software and the Documentation Platform in accordance with these terms this Agreement and conditions the User Terms and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis Agreement;
(f) 7.1.4 obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxBeacon, its contractors and agents to perform their obligations under this Agreement;
7.1.5 instruct and/or authorise its suppliers, carriers, forwarders and all other relevant parties within its supply chain to furnish Beacon with any Customer Data reasonably necessary for the Agreement, including without limitation provision of the Services;
(g) 7.1.6 ensure that its network and systems comply with the relevant specifications specifications provided by Xxxxxxxx Beacon from time to time. In particular; and
7.1.7 be, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software extent permitted by law and except as otherwise expressly provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placethis Agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesBeacon's or its provider’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges and agrees that Xxxxxxxx shall provide some elements Beacon may reference the Customer’s use of the Services in its promotional materials (including, for the avoidance of doubt, the provision of SIM Cardsincluding on its website and social media channels) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of using the Customer’s termination name and logo(s). Beacon shall comply with any brand usage guidelines made available to it by the Customer in relation to such use. Promotional use shall not include any Customer Data or any of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Customer’s Confidential Information.
Appears in 2 contracts
Samples: Terms of Service, Terms of Service
Customer’s Obligations. 7.1 9.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) : provide Xxxxxxxx iplicit with:
(i) all necessary co-operation in relation to these terms its use of the Services and conditionsits rights and obligations under this agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxiplicit; in order to enable iplicit to provide or monitor the use of the Services, including but not limited to Customer Data, security access information and configuration services;
; pay the Subscription Fees (cmonthly, in advance) and any excess storage fees (in the month they are incurred) by direct debit; comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) this agreement; carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner; ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of these terms this agreement; ensure that Authorised Users are properly trained and conditions;
(f) sufficiently competent to a level that is appropriate to their usage of the Services; ensure that the latest version of iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access the Services; obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxiplicit, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) ; ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) iplicit be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, iplicit’s data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements 9.2 In the event of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of any failure or delays in the Customer’s termination compliance with its obligations under this agreement, iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)its obligations.
Appears in 2 contracts
Samples: Software Services Subscription Agreement, Software Services Subscription Agreement
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply provide the Supplier with:
(i) the terms an accurate, up to date and verifiable number of the Connection Procedures when connecting Authorised Users to the ServicesUsers, promptly on request;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(iiiii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws and regulations, including all applicable Data Protection Laws (as defined in the Data Processing Addendum) and any education and/or schools specific laws and/or regulations and obligations, with respect to its activities and in the performance of its obligations under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer’s provision of such assistance as agreed by the Parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis agreement;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(ge) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mf) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 8.2 The Customer acknowledges warrants that Xxxxxxxx it has obtained and shall provide some elements of the Services (includingmaintain all necessary licences, consents, and permissions required for the avoidance of doubtSupplier, its contractors and agents to perform their obligations under this agreement, including without limitation the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)Services;
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 2 contracts
Samples: Software as a Service Subscription Terms, Software as a Service Subscription Terms
Customer’s Obligations. 7.1 5.1 The Customer shall:
(a) comply with:
(i) co-operate with the terms of Supplier in all matters relating to the Connection Procedures when connecting Authorised Users Services and appoint the Customer's Manager in relation to the Services;
(ii) such other reasonable procedures , who shall have the authority to make decisions on behalf of the Customer on matters relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation provide, for the Supplier, its agents, subcontractors, consultants and employees, in relation to these terms a timely manner and conditions; and
(ii) all necessary at no charge, access to such information the Customer's premises, office accommodation, data and other facilities as may be reasonably required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesSupplier;
(c) comply with provide, in a timely manner, such In-put Material and other information as the Supplier may reasonably require, and ensure that it is accurate in all applicable laws and regulations with respect to its activities under the Agreementmaterial respects;
(d) not use or permit be responsible (at its own cost) for preparing and maintaining the use relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services to transmit data that infringes any applicable lawsat those premises, regulations or third party rightsand informing the Supplier of all of the Customer's obligations and actions under this clause 5.1(d);
(e) ensure inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditionsCustomer's premises;
(f) obtain ensure that all Customer's Equipment is in good working order and shall maintain suitable for the purposes for which it is used in relation to the Services and conforms to all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Servicesrelevant United Kingdom standards or requirements;
(g) ensure that its network obtain and systems maintain all necessary licences and consents and comply with all relevant legislation in relation to the relevant specifications provided by Xxxxxxxx from time to time. In particularServices, the Customer shall promptly install installation of the Supplier's Equipment, the use of In-put Material and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the ServicesCustomer's Equipment in relation to the Supplier's Equipment insofar as such licences, consents and legislation relate to the Customer's business, premises, staff and equipment, in all cases before the date on which the Services are to start;
(h) comply keep, maintain and insure the Supplier's Equipment in good condition and shall not dispose of or use the Supplier's Equipment other than in accordance with such reasonable the Supplier's written instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:or authorisation; and
(i) health [ANY OTHER RELEVANT OBLIGATIONS].
5.2 If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
5.3 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and safety;loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
5.4 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to the expiry of twelve (ii12) quality months after termination of this agreement, solicit or entice away from the Supplier or employ or engage or attempt to employ or engage any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services;.
(iii) an emergency; or
(iv) ensuring compliance 5.5 Any consent given by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) Supplier in accordance with Xxxxxxxx’x reasonable instructionsclause 5.4 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier's employee, consultant or subcontractor or, if any;
(j) follow any reasonable instructions given higher, 20% of the annual remuneration to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused paid by the internetCustomer to that employee, consultant or subcontractor.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 2 contracts
Samples: Supply of Services Agreement, Supply of Services Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Accentra with:
(i) all necessary co-operation in relation to these terms and conditionsthe Contract; and
(ii) all necessary access to such information as may be required by XxxxxxxxAccentra; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesinformation;
(cb) comply with all applicable laws and regulations with respect to its activities under the AgreementContract;
(c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Accentra may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxAccentra, its contractors and agents to perform their obligations under the AgreementContract, including without limitation the Services;
(ge) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Accentra from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mf) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesAccentra’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.;
7.2 The (g) maintain and operate the Software in a proper and prudent manner in accordance with such advice and instructions that Accentra shall issue from time to time, and allow its use only by competent and authorized personnel;
(h) maintain a minimum of three separate sets of data backup (for use in rotation) of a standard frequency (example: alternate working days) to allow the Customer acknowledges that Xxxxxxxx shall provide some elements to recover the most recent data with minimum loss of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third partiesstaff time. The Customer agrees This is to be bound by such terms checked and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended verified from time to time by Xxxxxxxx giving no less than 30 days’ notice to maintain the Customer)accuracy of the data on each media;
(bi) comply with not permit any alterations in the Cloud Service EndSoftware, the operating instructions or the manual except under written instructions from Accentra;
(j) make available to Accentra, without charge, any information or facilities to enable Accentra to discharge its obligations under this Contract including, but not limited to, computer print-User Terms (outs, photocopies of documents, provided always Accentra shall hold as the same may be amended from time to time confidential any such information provided by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(k) notify Accentra of any defect or alleged defect within a period not exceeding 5 Business Days from the date the said defect becomes apparent; and
(cl) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of be responsible for ensuring that the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, Software is suitable for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)purpose intended.
Appears in 2 contracts
Customer’s Obligations. 7.1 The 10.1. Customer warrants that it shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting ensure that all Authorised Users are directed to, and have read and understood the Privacy Policy before granting access to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs Platform and/or the Services as Xxxxxxxx shall notify to the Customer from time to timeLicensed Materials;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws laws, regulations and regulations binding codes of practice with respect to its activities under the and in connection with this Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(fc) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under it to:
(i) use the Agreement, including without limitation the ServicesThird-Party Platforms;
(gii) provide and/or make available the Customer Materials (including the Customer Personal Data) under this Agreement; and
(iii) connect its computing environment to the Platform or download the software onto its computing environment.
(d) ensure that its network and systems comply with the relevant specifications necessary to access the Platform provided by Xxxxxxxx Exalens from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(he) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeunless otherwise agreed in writing, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Exalens’ data centres (where applicable and required for correct functioning and use of the ServicesOffering), and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(f) be liable for the cost of any changes that may be required to the Offering due to the Customer making a material change in their system requirements for the Platform, for example in changes to their network, the number of devices and number of device data sources being monitored by the Platform;
(g) in using the Offering or authorising third parties to use it on it on Customer’s behalf, Customer will be responsible establishing, implementing, and monitoring security practices to control and safeguard the physical to and use of the Offering and Customer Data therein;
(h) own all rights, titles, and interests in and to the Customer Data on the Platform and the contents of any Incident Alert and Endpoint Alert. In respect of any Customer Data stored on the Platform, Customer grants Exalens a limited and non-exclusive license to access and use the Customer Data only to the extent necessary for Exalens to perform Services agreed between both Parties. Customer acknowledges and agrees that Exalens may utilise the details of any Incidents, Process and Endpoint Alert analysis on the Platform that are generated as result of Customer Data stored on the Platform to develop and improve Exalens’ technology, excluding and Customer Confidential Information and/or Personal Data.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(ai) comply with all Customer responsibilities (if any) that are set out in the SIM Card End-User Terms Support Services provided by Exalens and described in Appendix 2.
10.2. Exalens or Exalens’ representatives (bound by appropriate obligations of confidentiality) shall have the right to audit and inspect the Customer’ premises (excluding the premises of third parties) to ascertain compliance with the licensing conditions set out in this Agreement, provided such an audit is carried out:
10.3. during the Customer’s normal business hours and upon not less than seven (7) Business Days’ notice;
10.4. not more than once in each Contract Year (as defined in the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice Order Form);
10.5. in a manner that causes minimal disruption to the Customer);
(b) comply with ’s business and excludes from its scope any internal pricing information, information relating to other customers of the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of Customer or the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).own internal reports; and
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Customer’s Obligations. 7.1 4.1 The Customer shallundertakes to:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures 4.1.1 co-operate with Claremont in all matters relating to the use Framework Agreement or any Statement of Work and appoint the Smart Hubs and/or Customer's Contract Manager, who shall have the Services as Xxxxxxxx shall notify authority to contractually bind the Customer on matters relating to any Statement of Work;
4.1.2 provide in a timely manner such access to the Customer from time to timeSite and data, and such office accommodation and other facilities, as is reasonably requested by Claremont, such as power and computer consumables;
(b) 4.1.3 provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to a timely manner such information as Claremont may be required by Xxxxxxxx; request in order to provide the Serviceswriting, including but not limited to Customer Data, security access and ensure that such information and configuration servicesis accurate in all respects;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall 4.1.4 be responsible (at its own cost) for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary preparing the Site for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use supply of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) 4.1.5 take all reasonable steps to ensure the health and safety of Xxxxxxxxx’s employees while they are working at the Site;
4.1.6 obtain the required number of licences in relation to the Third Party Software (“Third Party Software Licence”), comply with any additional Third Party Software conditions notified to it on or before the delivery of any Third Party Software (including if so required the execution and return of a Third Party Software Licence), pay all necessary licence fees and indemnify Claremont against any direct and reasonable costs incurred by Claremont as a result of any breach by Claremont of the Third Party Software Licences;
4.1.7 ensure that the operating system and any end users agree other software with which the Third Party Software will be used is either the property of the Customer or is legally licensed to allow the installation Customer and use to indemnify Claremont in respect of any claims against Claremont by third Parties and all related direct and reasonable costs, in the event of any actual or alleged infringements of third Party proprietary rights or software licences; and
4.1.8 keep, maintain in good condition and insure any equipment required for the receipt belonging to or used by Xxxxxxxxx in performance of the Services at their site(s) the Site and prepare and provide a suitable place, conditions and connection points required for not dispose of or use such equipment and electricity at such site(s) other than in accordance with Xxxxxxxx’x reasonable instructions, if any;Claremont's written instructions or authorisation.
(j) follow 4.2 If Claremont’s performance of its obligations under the Framework Agreement or any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with Statement of Work is prevented or in connection with the Services is not infected delayed by any act or omission of the Customer or the Customer's agents, sub-contractors or employees, the Customer shall be liable to pay to Claremont on demand all direct and reasonable costs sustained or incurred by it (subject to Claremont confirming such costs to the Customer in writing). The Customer shall not be liable to Claremont for any costs resulting from a Force Majeure event occurring.
4.3 Neither Party shall, without the prior written consent of the other types Party, at any time from the Commencement Date to the expiry of disruptivesix months after the completion of the Services, destructive solicit or nuisance programs;entice away from the other Party or employ or attempt to employ any person who is, or has been, engaged as an employee or sub- contractor of the other Party.
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support 4.4 Any consent given by either Party in accordance with these terms and conditions;
(l) clause 4.3 shall be solely responsible for maintaining the security of any equipment connected subject to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems newly employing Party paying to the Servicesother Party a sum equivalent to 30% of the then current annual remuneration of the employee or sub-contractor or, and all problemsif higher, conditions, delays, delivery failures and all other loss or damage arising from or relating 30% of the annual remuneration to the Customer's network connections or telecommunications links or caused be paid by the internetnewly employing Party to such employee or sub-contractor.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 2 contracts
Samples: Framework Agreement for the Provision of It Services, Framework Agreement for the Provision of It Services
Customer’s Obligations. 7.1 8.1 The Customer shall be responsible for ensuring that the Dependencies set out or described in Schedule 5 of each relevant Software Delivery Agreement are performed and provided in sufficient time to enable EMIS to perform the relevant Services, and the Customer shall meet its commitments to provide the Dependencies, and to use the Software within the Supported Environment in each case in accordance with the provisions set out in the relevant Solution Delivery Agreement. The Customer shall be responsible for ensuring that it has obtained for EMIS all necessary rights to use or access any Hardware, Customer software or third party software or other Dependencies that EMIS may require in order to perform the Services, and that all preventative and remedial maintenance required in connection with Hardware is properly performed by or on behalf of the Customer at its own expense.
8.2 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) promptly provide Xxxxxxxx EMIS with:
(i) all necessary co-operation in relation to these terms this MSA and conditionseach Solution Delivery Agreement; and
(ii) all necessary access to such information as may be reasonably required by XxxxxxxxEMIS; in order to provide deliver the EMIS Solutions and to render the Services, including but not limited (as appropriate) access to Customer Data, security access information and configuration servicessoftware interfaces to the Customer's other business applications, and the Customer acknowledges that failure to do so may delay the ability of EMIS to deliver the EMIS Solutions and to perform the Services and may be treated as a Customer caused outage when ascertaining compliance with Service Levels and determining Service Availability for the purposes of Schedule 6 of the relevant Solution Delivery Agreement;
(b) provide such personnel assistance as EMIS may reasonably require from time to time;
(c) appoint the Customer’s project manager (as per Schedule 8 of the relevant Solution Delivery Agreement), who shall have the authority to contractually bind the Customer on all matters relating to such Solution Delivery Agreement, (and it shall use reasonable endeavours to ensure continuity of the Customer’s project manager);
(d) accept emergency and urgent security or clinical safety releases in respect of the Software on the basis that in respect of clinical safety matters a risk assessment has been conducted by EMIS (through accredited clinicians) and it has determined that the functionality used by the Customer at that time, poses (or is likely to pose) a risk to patients;
(e) accept monthly static data Updates including terminology, medication and data dictionary files (these Updates being a prerequisite for interoperability, safe prescribing and clinical decision support by those customers who use this functionality, but also is key in clinical coding and data dictionary management);
(f) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software this MSA and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the ServicesSolution Delivery Agreements;
(g) ensure carry out, and procure that its network all Authorised Users carry out, all other Customer responsibilities set out in this MSA or in any Solution Delivery Agreement or in any agreed Project Plan in a timely and systems comply with efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, EMIS may adjust any timetable or delivery schedule set out in the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Solution Delivery Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;or otherwise agreed as reasonably necessary; and
(h) comply with such reasonable any instructions that may be given issued by EMIS pursuant to it by Xxxxxxxx which are necessary for reasons of:
(i) health the Support and safety;
(ii) quality Maintenance provisions in Schedule 6 of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetSolution Delivery Agreement.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of 8.3 As the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particularHardware provider, the Customer agrees to:shall be responsible for managing the disaster recovery of the System involving any hardware failures including the virtual machines upon which the Software runs.
8.4 The Customer shall be responsible for the coordination and management of disaster recovery processes and shall clearly set out the support required by EMIS in the event of a disaster.
8.5 The Customer shall be responsible for the replacement of any Hardware.
8.6 The Customer shall be responsible for any additional software and licences required to ensure the Hardware also provides any necessary supporting software for EMIS's software (a) comply e.g. operating system and anti-virus)
8.7 The Customer shall provide EMIS with access to the database backups for the System as well as HSCN Connectivity access to any new Hardware.
8.8 EMIS shall be responsible only for the re-installation or restoration of EMIS’s Software once the Customer has provided suitable Hardware environment for the re-installation or restoration of the Software. This Hardware environment must include the necessary operating systems, anti-virus and virtual environments required by the Supported Environment.
8.9 Subject to the disaster recovery plan and to the mutual agreement of the parties, the Customer may, as a temporary measure, restore the Supported Environment to an interim Hardware environment with the SIM Card Endaim of providing an interim solution in the event of a disaster.
8.10 Once stabilised, after a disaster event, the Customer shall repair the Hardware environment to meet the requirements of the full Supported Environment as set out in Schedule 5. Failure to re-User Terms (instate the Hardware to meet the requirements of the full Supported Environment will release EMIS from its obligations in relation to the performance of the System until such time as the same may be amended from time Customer re-instates the Hardware environment to time by Xxxxxxxx giving no less than 30 days’ notice to meet the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason requirements of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)full Supported Environment as set out in Schedule 5.
Appears in 2 contracts
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Ramboll with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxRamboll; in order to provide the ServicesSoftware, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(dc) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Ramboll may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ed) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis Agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxRamboll, its contractors and agents to perform their obligations under the Agreement, including without limitation the Servicesthis Agreement that are otherwise not already held by Ramboll;
(gf) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Ramboll from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(hg) comply with such reasonable instructions that may be given be, to it the extent permitted by Xxxxxxxx which are necessary for reasons of:
(i) health law and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeexcept as otherwise expressly provided in this Agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesRamboll's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.;
7.2 The (h) designate in writing no more than two (2) individuals who shall have the sole authority to serve as points of contact between the Customer acknowledges that Xxxxxxxx shall provide some elements and Ramboll;
(i) be responsible for purchasing, obtaining, managing, and maintaining access to the bandwidth and internet connectivity for all of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the its Authorised Users are bound under similar obligations. In particular, to access the Customer agrees to:Software as contemplated hereunder;
(aj) comply complying with the SIM Card End-User Terms (any of Ramboll’s reasonable policies and procedures, as the same may be amended Ramboll may, from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)time, reasonably adopt;
(bk) comply with be responsible for its actions, products, and services, and the Cloud Service End-User Terms (as content posted on or transmitted through the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)Software; and
(cl) indemnify Xxxxxxxx against all such additional feestraining the Authorised Users on proper use of the Software and treatment of Customer Data. The Customer is further responsible for providing or obtaining the hardware at its location with which to access the Software, costs as contemplated hereunder. The Customer assumes full responsibility for the proper operations of any of its hardware and charges software, and under no circumstances shall Ramboll be responsible for any failures of the Customer owned and/or operated hardware/software. Ramboll shall not be responsible for, and may charge its then- current hourly rates for, services required as Xxxxxxxx may incur from a relevant third party by reason result of the Customer’s termination acts or omissions, modifications to or misuse of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Software.
Appears in 2 contracts
Samples: Software Supply Agreement, Software Supply Agreement
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users co-operate fully with Upay in all matters relating to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation to Upay, in relation to these terms a timely manner, such Customer Information and conditions; and
(ii) all necessary access to such other information as Upay may be required by Xxxxxxxx; in order reasonably require to provide ensure the Services, including but not limited safe and compliant provision of the service and to Customer Data, security access information and configuration servicesmeet regulatory obligations;
(c) comply with all applicable laws if applicable, be responsible (at its own cost) for providing the telecommunications services and regulations with respect correctly configured Customer Equipment that is needed to its activities under connect to the AgreementServices;
(d) not use or permit the use provide details of a systems administrator who, on behalf of the Customer, will be familiar with the Services and available to transmit data that infringes be contacted by Upay to provide details of any applicable laws, regulations or third party rightschange to the contact details of the system administrators;
(e) ensure that the Authorised Users use the Servicesif applicable, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for configuration and management of access to the Services including configuration of network, firewall, DNS, routers and any Authorised User’s breach personal computers as well as any integration of these terms and conditionsthe Service into a website or call centre application;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary allow Upay to incorporate the Customer Information into the Upay databases solely for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreementpurpose of providing Services, including without limitation the ServicesPCI compliant fraud screening services;
(g) ensure that its network and systems comply with where material compliance issues in the relevant specifications provided by Xxxxxxxx from time to time. In particularCustomer's processes are identified, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks recommendations given by Upay or their own appointed PCI QSA in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected relation to the Services; and
(mh) use the Services in compliance with the Acceptable Use Guidelines as set forth in Schedule 2 hereto. Customer shall not use the Services in any manner, or in furtherance of any activity, that may violate the Acceptable Use Guidelines or cause Upay or its affiliates to be subject to investigation, prosecution, or legal action
(i) be solely responsible for procuring the security and maintaining its network connections proper use of all user identities (“User IDs”) and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of passwords in connection with the Services (including, for the avoidance of doubt, the provision of SIM Cardsincluding changing passwords on a regular basis) under standard terms provided by relevant third parties. The Customer and agrees to be bound by such terms and to ensure that User IDs are kept confidential, secure, used properly and not disclosed to any unauthorised person and to inform Upay immediately if there has been (or is likely to be) a breach of security or misuse of the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:Service;
(aj) promptly change any or all of the passwords used in connection with the Service when requested to do so by Upay where Upay reasonably believes that there is or is likely to be a breach of security or misuse of the Services;
(k) promptly inform Upay if any of the information supplied on or in relation to the online registration and use of User IDs or changes thereto;
(l) comply with data privacy and security requirements under the SIM Card EndPCI:DSS with regards to Customer's use, access, and storage of certain credit card non-User Terms public personal information (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer"Cardholder Information");
(bm) comply with the Cloud Service End-User Terms (its obligations under any applicable law or regulation as the same may be amended in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of Cardholder Information. Upay may, at its discretion, conduct an on-site audit and review of Customer's data privacy and security procedures upon either (a) five (5) Business Days’ notice for any reason or (b) immediately upon any unauthorised access to, use or disclosure of any Cardholder Information;
(n) comply with its obligations under the Pinpad Installation Manual;
(o) only access (and permit access) to the Services as permitted by the Agreement during the Term and shall not make(or permit) any attempt to circumvent the system security of the Services or those of Upay at any time. Customer shall not use (or permit others to use) the Services in any manner, or in furtherance of any activity, that may violate the Acceptable Use Guidelines or cause Upay or its affiliates to be subject to investigation, prosecution, or legal action;
(p) comply with all legislation, instructions or guidelines issued by any Network, regulatory authority, relevant licensees and any other codes of practice that apply to the Customer and that relate to the provision of the Customer Information or in any way in relation to the Services (including without limitation any PCI Standards of which Upay inform the Customer from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customertime); and;
(cq) immediately notify and appropriately indemnify Xxxxxxxx against Upay if it becomes aware of any unauthorised use of all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason or any part of the Services.
4.2 Customer has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Customer in accordance with its terms and no provision requiring Customer’s termination 's performance is in conflict with its obligations under any constitutional document, charter or any other agreement (of whatever form or subject) to which Customer is a party or by which it is bound.
4.3 Customer is duly organized, authorised and in good standing under the laws of the Agreement state, region or early cancellation country of a SIM Card (includingits organization and is duly authorised to do business in all other states, for the avoidance of doubt, any cancellation charges regions or compensation payable by Xxxxxxxx to the relevant third party)countries/regions in which Customer's business make such authorization necessary or required.
Appears in 1 contract
Samples: Terms of Service
Customer’s Obligations. 7.1 12.1 The Customer shall:
(a) comply provide CoolCare with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i1) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii2) all necessary access to such information as may reasonably be required by Xxxxxxxx; CoolCare, in order to provide render the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(dc) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CoolCare may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ed) ensure that the Authorised Users use the ServicesLicensed Software, the Software Services and the Documentation in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of these terms this Agreement;
(e) manage their Authorised Users’ login details and conditionsset appropriate access permissions for their Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxCoolCare, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx CoolCare from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mh) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesCoolCare’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 12.2 The Customer acknowledges that Xxxxxxxx shall provide some elements use all reasonable endeavours (including the use of reasonable technical and organisational security measures) to prevent any unauthorised access to, or use of, the Services (includingand/or the Documentation and, for in the avoidance event of doubtany such unauthorised access or use, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)promptly notify CoolCare.
Appears in 1 contract
Samples: Terms and Conditions
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement as requested by the Supplier; and
(ii) (subject to clauses 7.7 and 11) all necessary access to such information as may be required reasonably requested by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this agreement, comply with all applicable laws Applicable Laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gf) ensure that its network and systems comply with the relevant specifications provided as agreed by Xxxxxxxx from time to time. In particularthe Parties in Schedule 7 (as may be amended); and.
(g) be, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software extent permitted by law and except as otherwise expressly provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placethis agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems under the Customer’s control to the ServicesSupplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links under the Customer’s control or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) internet under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination control.
8.2 The Customer shall own all right, title and interest in and to all of the Agreement or early cancellation of a SIM Card (including, Customer Data that is not personal data and shall have sole responsibility for the avoidance legality, reliability, integrity, accuracy and quality of doubt, any cancellation charges all such Customer Data.
8.3 The Supplier shall not be liable or compensation payable by Xxxxxxxx otherwise held responsible for a failure to comply with its obligations under this agreement to the relevant third party)extent that such failure results from or is otherwise connected to an act and/or omission of the Customer failure to comply with any of its obligations under this Agreement, including without limitation, the Customer’s failure to comply with any of its obligations under this Agreement.
Appears in 1 contract
Samples: Managed Service Contract
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:with all applicable Laws;
(ib) ensure that the terms of the Connection Procedures when connecting Authorised Users Order and any information it provides in the Quote or otherwise are complete and accurate;
(c) provide TEL with such information and materials as TEL requires in order to provide the Services in accordance with any applicable Laws, and ensure that such information is complete and accurate;
(d) immediately notify TEL of any change in circumstance whether before, during or after the provision of the Services which means that the terms of the Order and any other information, are incomplete and/or inaccurate;
(e) co-operate with TEL in all matters relating to the Services and any regulatory authorities concerned with the Services;
(iif) such other reasonable procedures relating provide TEL, its employees, agents, consultants, subcontractors and their vehicles and equipment, with access to the use of the Smart Hubs and/or the Services Customer's premises, office accommodation and other facilities as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be reasonably required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the ServicesTEL;
(g) ensure that the Materials are stored appropriately in accordance with applicable Laws, and that the Materials are available for collection as required by the Quote;
(h) ensure that all Materials are of a type, character, and quantity provided for in the Quote;
(i) in accordance with applicable Laws and as required by TEL allow TEL at its network and systems comply discretion to inspect, analyse and/or take a sample/s of the Material and/or at TEL’s request provide TEL with such a sample/s for it to analyse;
(j) notify TEL in advance of the relevant specifications provided by Xxxxxxxx from time to time. In particular, provision of the Services of any particular requirement of the Customer shall promptly install and implement or any updates, upgrades, modifications and enhancements other party benefiting from the Services relating to any safety or environmental protection requirement concerning the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use provision of the Services;
(hk) comply with such reasonable instructions that (without prejudice to TEL’s obligations further to clause 3.1(d)) to the extent provided in the Quote and as required by applicable Laws obtain, maintain and provide to TEL before the date on which the Services are to start and on request from TEL copies of all necessary permits, licences, permissions, consents, exemptions, certificates and other information which may be given required further to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality any applicable Laws to enable the lawful provision of the Services;
(iiil) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or use its best endeavours to ensure that those to whom the SIM Card Provider Materials are being delivered observe the Contract and its requirements, including but not limited to co-operating with relevant TEL in all matters relating to the Services and complying with all applicable EU and/or UK legislation or regulationsLaws;
(im) be obliged to immediately take reasonable back the Materials and also take any necessary steps and actions to ensure that facilitate such return if for any end users agree reason including but not limited to allow any Force Majeure Event, breach of Contract by the installation and use of equipment required for Customer and/or failure by the receipt of person to whom the Services at their site(s) and prepare and Materials are being delivered and/or further to applicable Laws TEL is prevented from and/or is unable to provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if anythe Services;
(jn) follow any reasonable instructions given in the event the Customer is unable to it by Xxxxxxxx (including testing with take the latest commercially available virus detection software) Materials back further to ensure that any software used with clause 4.1(l), or TEL is unable to return the Materials to the Customer, the Customer shall use its best endeavours to immediately put in connection with place alternative arrangements for the Services is not infected by any or any other types storage, treatment, handling, processing, transport and/or disposal of disruptive, destructive or nuisance programsthe Materials and shall immediately notify TEL of the same;
(ko) report faults shall not be able to amend or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to vary the Services; and
(mp) be solely responsible for procuring maintain adequate insurance cover to meet all claims against the Customer and maintaining liabilities of the Customer that may arise under the Contract.
4.2 TEL reserves the right in its network connections and telecommunications links from its systems absolute discretion without liability to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply refuse to provide the Services in the event that:
(i) the Materials do not in any way match the description in the Quote and/or they may give rise to any non-compliance with applicable Laws; or
(ii) the SIM Card End-User Terms Customer seeks to vary the scope of the Services before they are provided, or while they are being provided.
(as b) Employ any subcontractors for the same may purpose of providing the Services. Any duties or obligations which are owed by the Customer to TEL shall also extend to any such subcontractors.
4.3 The Customer shall be amended liable to reimburse TEL for any damage caused to TEL’s vehicles and/or equipment in the provision of the Services provided that such damage is not caused by TEL.
4.4 If TEL's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation, or due to a breach of the Contract by the Customer (Customer Default):
(a) TEL shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from time to time by Xxxxxxxx giving no less than 30 days’ notice the performance of any of its obligations to the Customer)extent the Customer Default prevents or delays TEL's performance of any of its obligations;
(b) comply with TEL shall not be liable for any Losses sustained or incurred by the Cloud Service End-User Terms Customer arising directly or indirectly from TEL's failure or delay to perform any of its obligations under the Contract;
4.5 The Customer hereby covenants to pay TEL on written demand (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice in addition to the Customer); and
(cCharges) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur an amount equal to any Losses from a relevant third party by reason of the Customer’s Customer Default. This clause 4.5 shall survive termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Contract.
Appears in 1 contract
Samples: Service Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
provide, and procure that its Affiliates, and its and their agents and contractors (iincluding any existing service provider) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) shall provide Target, in a timely manner, with such other reasonable procedures relating to the use of the Smart Hubs and/or the Services information, assistance and co- operation as Xxxxxxxx shall notify to the Customer Target may from time to timetime reasonably request in connection with the exercise of its rights and performance of its obligations under this Agreement, provided that Target has informed a Customer member of the Project Board as soon as reasonably practicable after becoming aware of any material failure by the Customer to comply with this clause 12(a);
(b) provide Xxxxxxxx with:
(i) carry out all necessary co-operation other Customer responsibilities specifically set out in relation this Agreement or any document referred to these terms in this Agreement in a timely and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesefficient manner;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreementrestrictions on use within the Progress licence, as set out in section 2 of schedule 16;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the its Affiliates and Authorised Users use the Services, the Software and the Documentation in accordance with these the applicable terms and conditions of this Agreement and shall be responsible for any Affiliate’s or Authorised User’s breach of these terms and conditionsthe same;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxTarget, its contractors and agents to perform their obligations under the this Agreement, including without limitation excluding, for the Servicesavoidance of doubt, any licences, consents or permissions relating to the Software or the Documentation;
(gf) ensure that its the Customer Systems and all network connections and systems telecommunications links from the Customer Systems to Target’s data centres comply with the relevant specifications provided by Xxxxxxxx Target (acting reasonably) from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be solely responsible for procuring and maintaining its the Customer Systems, and all network connections and telecommunications links from its systems the Customer Systems to the ServicesTarget’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's 's, its Affiliates’ or its or their agents’ or contractors’ (including any existing service providers’) network connections or telecommunications links (except to the extent that such failures directly result from a breach by Target of any obligation under this Agreement) or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(ch) indemnify Xxxxxxxx against all such additional fees, costs be responsible for procuring and charges as Xxxxxxxx may incur from a relevant third party by reason of maintaining the Customer’s termination of infrastructure shaded blue in the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)infrastructure diagram set out in schedule 3.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(f) observe any resource utilisation limits (including but not limited to numbers of users and numbers of records) set out in the Service Level Agreement;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;; and
(h) comply with such reasonable instructions that may be given be, to it the extent permitted by Xxxxxxxx which are necessary for reasons of:
(i) health law and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeexcept as otherwise expressly provided in this agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements own all right, title and interest in and to all of the Services (including, Customer Data that is not personal data and shall have sole responsibility for the avoidance legality, reliability, integrity, accuracy and quality of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. all such Customer Data.
7.3 The Customer agrees shall use industry-standard anti-Virus software to be bound by such terms and to ensure that minimise the Authorised Users are bound under similar obligations. In particular, risk of introducing any Viruses into the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason network or IT systems of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Supplier.
Appears in 1 contract
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx AirSpeed with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; AirSpeed in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws Applicable Laws and regulations Regulations including DP Laws with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, AirSpeed may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use ensure that any users of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this Agreement and in particular the Documentation and shall be responsible for any Authorised User’s user's breach of these terms and conditionsthis Agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxAirSpeed, its contractors and agents to perform their obligations under the this Agreement, including without limitation the provision of the Services;
(gf) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx AirSpeed from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesAirSpeed’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.;
7.2 The Customer acknowledges (h) ensure that Xxxxxxxx shall provide some elements any users of the Services (including, for shall use the avoidance of doubt, Services according to the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees reasonable instructions given to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from AirSpeed in writing from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)time; and
(ci) indemnify Xxxxxxxx against all such additional feesensure that where minimum age recommendations apply to any part of the Services, costs and charges as Xxxxxxxx may incur from a relevant third party those Services are not viewed or used by reason anyone below that minimum age.
4.2 All use of the Services, whether or not authorised by the Customer, will be deemed the Customer’s termination use and you will be responsible in all respects for all such use.
4.3 The Services may contain or make available information, content, merchandise, products and services provided by third parties and for which there may be charges payable to third parties and in these cases, you acknowledge and agree that you are dealing with the third party and not AirSpeed.
4.4 You acknowledge and agree that you are solely responsible for all content you upload or download, post, email or otherwise transmit via the Internet.
4.5 You agree not to use the Services fraudulently or in connection with a criminal offence or for the purpose of initiating unsolicited communications or storing and/or communicating any material which conflicts with any laws, is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance or a hoax or which breaches any person’s intellectual property rights or rights of privacy or is otherwise illegal or unlawful or causes damage or injury to any person or property.
4.6 Without prejudice to its other rights, any misuse by you of the Services or other breach of your obligations under this Agreement will entitle AirSpeed to suspend the provision of the Services or early cancellation terminate this Agreement at our discretion.
4.7 The Customer shall indemnify and keep indemnified and hold harmless the Supplier on demand from and against all and any losses, liabilities, claims, costs (including legal costs), charges, expenses, actions, proceedings, demands and damages arising from the Customer’s use or misuse of a SIM Card (includingthe Services or failure to prevent misuse of the Services by others, for the avoidance or any other breach by you of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)your obligations under this Agreement.
Appears in 1 contract
Samples: Terms and Conditions
Customer’s Obligations. 7.1 6.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Secure Schools with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxSecure Schools; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, Secure Schools may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not comply with, and ensure that the Authorised Users comply with, any terms of use for the Secure Schools website or permit the use of the Services Platform applicable from time to transmit data that infringes any applicable laws, regulations or third party rightstime;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis Agreement;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxSecure Schools, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Secure Schools from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;; and
(h) comply with such reasonable instructions that may be given be, to it the extent permitted by Xxxxxxxx which are necessary for reasons of:
(i) health law and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeexcept as otherwise expressly provided in this Agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesSecure Schools' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 6.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of accepts and agrees the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees tofollowing:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to Customer is and at all times remains fully responsible for the Customer’s Network and its digital infrastructure generally (including without limitation their confidentiality, integrity, availability and resilience);
(b) comply with any Vulnerability Assessment, scanning or audit is based only on sampling, and can only look at the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to condition of the Customer)’s Network at the time it is undertaken. It is not possible to review everything and there will always be parts or areas of the Customer’s Network which are not reviewed; and
(c) indemnify Xxxxxxxx against all such additional feesany management information and Materials provided as part of the Services, costs are for guidance only, and charges as Xxxxxxxx may incur from a relevant third party by reason of are intended to help to improve the Customer’s termination cyber security. Secure Schools does not guarantee that the Customer will be free from attacks, breaches and failures.
6.3 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
6.4 The Customer shall defend, indemnify and hold harmless Secure Schools against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's breach of this Agreement or early cancellation use of a SIM Card (including, for the avoidance Services and/or Platform Specification in breach of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)this Agreement.
Appears in 1 contract
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesSupplier;
(cb) without affecting its other obligations under this Agreement, comply with all applicable laws laws, regulations, codes, standards and regulations regulatory requirements with respect to its activities under the this Agreement;
(dc) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ed) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;this
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;Supplier,
(gf) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.;
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements (h) not alter, obscure, remove, interfere with or add to any of the Services (includingSupplier’s trade marks, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:trade names,
(ai) comply with promptly report any material fault in the SIM Card End-User Terms Services to the Supplier by telephone or email to the Supplier’s
(as j) follow and observe any written instructions issued by the same may be amended Supplier from time to time by Xxxxxxxx giving no less than 30 days’ notice regarding the use of the Services which in the Supplier’s reasonable opinion are necessary in the interests of data protection and information and web security or to maintain or improve the Customer)quality of the Services;
(bk) comply with not use the Cloud Service End-User Terms (as Services to store or directly process payment card data and the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice Supplier may, without liability to the Customer and without prejudice to any other rights or remedies the Supplier may have, disable the Customer’s access to the Services in the event of any breach of the provisions of this clause 9(k); and
(cl) use the Apps only in accordance with the applicable Eventsforce App Licence Terms, and shall indemnify Xxxxxxxx and hold harmless the Supplier against all such additional feeslosses, damages, expenses and costs and charges incurred as Xxxxxxxx may incur from a relevant result of any third party by reason claims arising out of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx failure to the relevant third party)so use.
Appears in 1 contract
Samples: License Agreement
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users co-operate fully with Xxxxx Xxxxxxxx Services in all matters relating to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide to Xxxxx Xxxxxxxx with:
(i) all necessary co-operation Services, in relation to these terms a timely manner, such Customer Information and conditions; and
(ii) all necessary access to such other information as Xxxxx Xxxxxxxx Services may be required by Xxxxxxxx; in order reasonably require to provide ensure the Services, including but not limited safe and compliant provision of the service and to Customer Data, security access information and configuration servicesmeet regulatory obligations;
(c) comply with all applicable laws if applicable, be responsible (at its own cost) for providing the telecommunications services and regulations with respect correctly configured Customer Equipment that is needed to its activities under connect to the AgreementServices;
(d) not use or permit the use provide details of a systems administrator who, on behalf of the Customer, will be familiar with the Services and available to be contacted by Xxxxx Xxxxxxxx Services to transmit data that infringes provide details of any applicable laws, regulations or third party rightschange to the contact details of the system administrators;
(e) ensure that the Authorised Users use the Servicesif applicable, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for configuration and management of access to the Services including configuration of network, firewall, DNS, routers and any Authorised User’s breach personal computers as well as any integration of these terms and conditionsthe Service into a website or call centre application;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary allow Xxxxx Xxxxxxxx Services to incorporate the Customer Information into the Xxxxx Xxxxxxxx Services databases solely for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreementpurpose of providing Services, including without limitation the ServicesPCI compliant fraud screening services;
(g) ensure that its network and systems comply with where material compliance issues in the relevant specifications provided by Xxxxxxxx from time to time. In particularCustomer's processes are identified, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks recommendations given by Xxxxx Xxxxxxxx Services or their own appointed PCI QSA in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected relation to the Services; and
(mh) use the Services in compliance with the Acceptable Use Guidelines as set forth in Schedule 2 hereto. Customer shall not use the Services in any manner, or in furtherance of any activity, that may violate the Acceptable Use Guidelines or cause Xxxxx Xxxxxxxx Services or its affiliates to be subject to investigation, prosecution, or legal action
(i) be solely responsible for procuring the security and maintaining its network connections proper use of all user identities (“User IDs”) and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of passwords in connection with the Services (including, for the avoidance of doubt, the provision of SIM Cardsincluding changing passwords on a regular basis) under standard terms provided by relevant third parties. The Customer and agrees to be bound by such terms and to ensure that User IDs are kept confidential, secure, used properly and not disclosed to any unauthorised person and to inform Xxxxx Xxxxxxxx Services immediately if there has been (or is likely to be) a breach of security or misuse of the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:Service;
(aj) promptly change any or all of the passwords used in connection with the Service when requested to do so by Xxxxx Xxxxxxxx Services where Xxxxx Xxxxxxxx Services reasonably believes that there is or is likely to be a breach of security or misuse of the Services;
(k) promptly inform Xxxxx Xxxxxxxx Services if any of the information supplied on or in relation to the online registration and use of User IDs or changes thereto;
(l) comply with data privacy and security requirements under the SIM Card EndPCI:DSS with regards to Customer's use, access, and storage of certain credit card non-User Terms public personal information (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer"Cardholder Information");
(bm) comply with the Cloud Service End-User Terms (its obligations under any applicable law or regulation as the same may be amended in effect or as may be enacted, adopted or determined regarding the confidentiality, use, and disclosure of Cardholder Information. Xxxxx Xxxxxxxx Services may, at its discretion, conduct an on-site audit and review of Customer's data privacy and security procedures upon either (a) five (5) Business Days’ notice for any reason or (b) immediately upon any unauthorised access to, use or disclosure of any Cardholder Information;
(n) comply with its obligations under the Pinpad Installation Manual;
(o) only access (and permit access) to the Services as permitted by the Agreement during the Term and shall not make(or permit) any attempt to circumvent the system security of the Services or those of Xxxxx Xxxxxxxx Services at any time. Customer shall not use (or permit others to use) the Services in any manner, or in furtherance of any activity, that may violate the Acceptable Use Guidelines or cause Xxxxx Xxxxxxxx Services or its affiliates to be subject to investigation, prosecution, or legal action;
(p) comply with all legislation, instructions or guidelines issued by any Network, regulatory authority, relevant licensees and any other codes of practice that apply to the Customer and that relate to the provision of the Customer Information or in any way in relation to the Services (including without limitation any PCI Standards of which Xxxxx Xxxxxxxx Services inform the Customer from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customertime); and;
(cq) immediately notify and appropriately indemnify Xxxxx Xxxxxxxx against Services if it becomes aware of any unauthorised use of all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason or any part of the Services.
4.2 Customer has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Customer in accordance with its terms and no provision requiring Customer’s termination 's performance is in conflict with its obligations under any constitutional document, charter or any other agreement (of whatever form or subject) to which Customer is a party or by which it is bound.
4.3 Customer is duly organized, authorised and in good standing under the laws of the Agreement state, region or early cancellation country of a SIM Card (includingits organization and is duly authorised to do business in all other states, for the avoidance of doubt, any cancellation charges regions or compensation payable by Xxxxxxxx to the relevant third party)countries/regions in which Customer's business make such authorization necessary or required.
Appears in 1 contract
Samples: Terms of Service
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply 8.1.1 provide the Supplier with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) 8.1.1.1 all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) 8.1.1.2 all necessary access to such information as may be reasonably required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesthe compliance with its obligations in respect of any Configuration Services pursuant to clause 6;
(c) 8.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use 8.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(e) 8.1.4 ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this Agreement and shall be fully responsible for any Authorised User’s 's breach of these terms and conditionsthis Agreement;
(f) 8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services and the Configuration Services;
(g) 8.1.6 ensure that its network and systems Systems comply with the relevant specifications provided and requirements notified by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are Supplier as necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms the full and conditions;
(l) be solely responsible for maintaining the security proper operation of any equipment connected to the Services; and
(m) be 8.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring procuring, maintaining and maintaining securing its network connections and telecommunications links from its systems Systems to the ServicesSupplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's Systems or other telecommunications and network connections or telecommunications links or caused by the internetlinks.
7.2 8.2 The Customer shall ensure that all Authorised Users have received adequate training in respect of the Services and the appropriate use of the Services and that such training is refreshed at regular intervals.
8.3 The Customer acknowledges that Xxxxxxxx no computing infrastructure is wholly reliable or risk-free and, accordingly, that the safeguards and processes set out in clause 8.4 are adequate for its needs.
8.4 The Customer hereby acknowledges and agrees that:
8.4.1 the Supplier shall provide some elements carry out regular back-ups of the Services (including, for Customer Data in accordance with its Retention Policy;
8.4.2 the avoidance back-ups specified at clause 8.4.1 shall include storage to the Customer’s local on-site hardware;
8.4.3 the data backed-up shall be saved in a readable and easily accessible manner; and
8.4.4 in the event of doubt, any unavailability of the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particularServices, the Customer agrees to:
(a) comply with may access the SIM Card Endlocal back-User Terms (as up which can be used by the same may be amended from time Customer to time by Xxxxxxxx giving no less than 30 days’ notice to identify the status of any Customer Data and minimise the impact of such unavailability on the Customer);.
(b) comply 8.5 In the event the Customer at any time concludes the measures set out in clause 8.4 are inadequate it shall immediately notify the Supplier.
8.6 The Customer hereby acknowledges that this Agreement shall not prevent the Supplier from entering into similar agreements with the Cloud Service End-User Terms (as the same may be amended third parties, or from time independently developing, using, selling or licensing documentation, products and/or services which are similar to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)those provided under this Agreement.
Appears in 1 contract
Samples: Software Subscription Agreement
Customer’s Obligations. 7.1 10.1. The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users 10.1.1. co-operate with NAK in all matters relating to the Services;
10.1.2. appoint the Customer’s Manager in relation to the Services who shall have the authority contractually to bind the Customer on matters relating to the Services;
10.1.3. provide, for NAK, its agents, sub-contractors, consultants and employees, without charge, safe and timely access to the Customer’s premises, office accommodation, data and other facilities as reasonably required by NAK (ii) including any access as specified in a Statement of Work);
10.1.4. provide, in a timely manner, such Customer Materials and other information as NAK may request and ensure that it is complete and accurate in all respects;
10.1.5. inform NAK of all health and safety rules and regulations and any other reasonable procedures relating security requirements that apply at any of the Customer’s premises. If the Customer wishes to make a change to those requirements which may detrimentally affect provision of the Services, it can only do so via the Change Control Procedure;
10.1.6. ensure that all Customer’s Operating Environment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant UK standards or requirements;
10.1.7. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable NAK to provide the Products or Services including in relation to the installation of the NAK Equipment, the use of Customer’s Materials and the use of the Smart Hubs and/or the Services Customer’s Materials insofar as Xxxxxxxx shall notify such licences, consents and legislation relate to the Customer from time to timeCustomer’s business, premises and staff and equipment in all cases before the Go-Live Date;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time10.1.8. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that as NAK may be given issue from time to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or time in connection with the Services is not infected and the Products so that NAK can provide the Services, the Deliverables and the Products to the Customer; and
10.1.9. not, unless expressly agreed in writing by NAK, use any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests the Services and/or Deliverables to provide services to third parties. Should the Customer wish to use the Services and/or Deliverables to provide services to third parties the Customer shall notify NAK in writing and the Customer’s request shall be treated as a request for support only a variation to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support Statement of Work and dealt in accordance with these terms and conditions;the Change Control Procedure.
(l) be 10.2. The Customer acknowledges that it is solely responsible for maintaining providing the security Customer Information and that NAK shall rely on the Customer Information in determining and selecting the appropriate Services and Products.
10.3. The Customer acknowledges that, unless otherwise agreed in writing by NAK pursuant to a Statement of any equipment connected to the Services; and
(m) be Work, it is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesNAK’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 10.4. The Customer acknowledges that Xxxxxxxx undertakes to NAK throughout the Term to take all reasonable precautions to protect the health and safety of NAK’s employees agents and sub-contractors while on the Customer’s premises.
10.5. The Customer shall at all reasonable times provide some elements NAK, its employees, contractors and agents, with such access to the Customer’s premises, adequate and safe working space, and any lighting, power and telecommunications facilities as are reasonably required to enable NAK to perform the Services.
10.6. NAK shall be entitled to rely upon the specification and any advice given by the Customer (its employees, directors, agents and sub-contractors) (in relation to the suitability of the Services and Products for meeting the Customer’s requirements) such that to the extent that the Services comply with such specification and or such advice then NAK shall be deemed to have supplied the same in accordance with the Statement of Work, without limitation, notwithstanding the Customer Information.
10.7. If the Customer wishes to amend the Customer Information or any specification given by it or in the event that the Customer Information or any specification given by it is subsequently found to be inaccurate and/or not complete for any reason other than NAK’s negligence, NAK (includingat its absolute discretion) may require that the request be treated as a request for a variation to the Statement of Work and dealt in accordance with the Change Control Procedure.
10.8. If NAK’s performance of any of its obligations under the Statement of Work is prevented or delayed by any act or omission of the Customer, or the Customer’s agents, sub-contractors or employees (other than NAK) (Customer Default): (i) NAK shall, without limiting its other rights or remedies, have the right to suspend performance of the Statement of Work until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that Customer Default prevents or delays NAK’s performance of any of its obligation; (ii) NAK shall not be liable for any costs or losses sustained or incurred by the avoidance Customer arising directly or indirectly from NAK’s failure or delay to perform any of doubtits obligations; and (iv) the Customer shall be liable to pay to NAK, on demand, all reasonable costs, charges or losses sustained or incurred by NAK (including any labour costs and the provision de-mobilisation and re-mobilisation costs of SIM CardsNAK’s sub-contractors and agents), loss or damage to property and loss of opportunity to deploy resources elsewhere and any network disconnection and reconnection charges) under standard terms provided by relevant third partiesthat arise from the Customer Default, subject to NAK confirming such costs, charges and losses to the Customer in writing.
10.9. The Customer understands and agrees to that where NAK purchases Products for the Customer from a third party NAK shall purchase such Products as agent for the Customer and it shall be bound by such terms and the Customer’s responsibility to ensure that the Authorised Users such goods and/or services are bound under similar obligationssuitable for its requirements and NAK shall have no responsibility or liability for such Products (whether for their suitability, performance or otherwise).
10.10. In particular, the The Customer agrees to:
(a) comply understands and accepts that notwithstanding that NAK may use industry accepted anti- virus software in connection with the SIM Card End-User Terms (as the same may be amended from time Services to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against check for and delete Viruses on NAK’s System, there is an inherent risk that such software will not detect all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Viruses.
Appears in 1 contract
Samples: Master Services Agreement
Customer’s Obligations. 7.1 9.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) : provide Xxxxxxxx iplicit with:
(i) all necessary co-operation in relation to these terms its use of the Services and conditionsits rights and obligations under this agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxiplicit; in order to enable iplicit to provide or monitor the use of the Services, including but not limited to Customer Data, security access information and configuration services;
; pay the Subscription Fees (cmonthly, in advance) and any excess storage fees (in the month they are incurred) by direct debit; comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) this agreement; carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner; ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of these terms this agreement; ensure that Authorised Users are properly trained and conditions;
(f) sufficiently competent to a level that is appropriate to their usage of the Services; ensure that the latest version of iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access the Services; obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxiplicit, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) ; ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx iplicit from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, iplicit’s data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements 9.2 In the event of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of any failure or delays in the Customer’s termination compliance with its obligations under this agreement, iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)its obligations.
Appears in 1 contract
Customer’s Obligations. 7.1 8.1. The Customer shall:
(a) comply 8.1.1. provide uCheck with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) 8.1.1.1. such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary 8.1.1.2. such reasonable access to such information as may reasonably be required by XxxxxxxxuCheck to carry out its obligations in accordance with this agreement; in order to provide the Services, including but not limited to Customer Applicant Data, security access information and configuration services;
(c) 8.1.2. comply with all applicable laws Applicable Laws and regulations with respect to its activities under the Agreementthis agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights8.1.3. comply with all Data Protection Legislation;
(e) 8.1.4. The Customer hereby authorises uCheck to process Applicant Data in accordance with Schedule 4;
8.1.5. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, uCheck may adjust any agreed timetable or delivery schedule as reasonablynecessary;
8.1.6. ensure that the Authorised Users use the Services, the Software Services and the Documentation Results in accordance with these terms the Terms and conditions Conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) 8.1.7. ensure that its network network, security and systems during all stages of the check comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Serviceslegislations;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) 8.1.8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesuCheck's systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
8.1.9. if requested provide a true, complete and accurate Volume Forecast on the Commencement Date and from time to time as uCheck requires. The parties agree that uCheck will use the information provided in the Volume Forecast to calculate the relevant Application Fees. uCheck reserves the right to amend the Application Fees due if the Volume Forecast proves to be inaccurate.
7.2 8.2. The Customer shall be responsible for ensuring that it complies with its statutory obligations in respect of any Right to Work checks and the Right to Work Services shall not relieve that Customer from any obligations in respect of such Right to Work checks.
8.3. The Customer acknowledges that Xxxxxxxx shall provide some elements of it is responsible for performing a Right to Work check for all employees and the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third partiesuCheck are complementary to that obligation. Nothing in this Agreement shall transfer any statutory obligations or liability to uCheck in relation to Right to Work checks.
8.4. The Customer agrees shall be solely responsible for ensuring that applications are eligible for processing within 3 months of application creation date and submission for processing. In the event that such applications are not completed within the aforesaid three-month timeframe, uCheck may delete such applications from its systems in accordance with its internal data retention policy and GDPR. uCheck shall issue a refund to the Customer in respect of each cancelled application within 10 Business Days if applicable.
8.5. The Customer shall be bound by such terms and solely responsible for ensuring the accuracy of all original documents seen in support of the application including any expiry dates or other key information within any documentation.
8.6. The Customer shall be responsible for ensuring all Applicant Data is kept up to date in accordance with all Data Protection Legislation.
8.7. It is the responsibility of the Customer to ensure they have a written policy on the secure handling of information provided by the DBS electronically or otherwise, and make it available to individuals at the point of requesting them to complete a DBS application form or asking consent to use their information to access any service that the Authorised Users are bound under similar obligationsDBS provides.
8.8. In particular, It is the responsibility of the Customer agrees to:to ensure they have a written policy on the recruitment of ex-offenders for employment in relevant positions. This should be available upon request to potential Applicants.
(a) comply 8.9. The Customer shall allow access to their premises, subject to agreement and reasonable notice during office hours, uCheck and any auditors or approved advisers to uCheck. This is in order to conduct audits in accordance with the SIM Card End-User Terms (as provisions of Schedule2.
8.10. uCheck will not be liable for any delays caused by the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason actions or inactions of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Hr Agreement
Customer’s Obligations. 7.1 11.1 The Customer shall:
(a) comply provide CoolCare with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i1) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii2) all necessary access to such information as may reasonably be required by Xxxxxxxx; CoolCare, in order to provide render the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(dc) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CoolCare may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ed) ensure that the Authorised Users use the ServicesLicensed Software, the Software Services and the Documentation in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of these terms this Agreement;
(e) manage their Authorised Users’ login details and conditionsset appropriate access permissions for their Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxCoolCare, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx CoolCare from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mh) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesCoolCare’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 11.2 The Customer acknowledges that Xxxxxxxx shall provide some elements use all reasonable endeavours (including the use of reasonable technical and organisational security measures) to prevent any unauthorised access to, or use of, the Services (includingand/or the Documentation and, for in the avoidance event of doubtany such unauthorised access or use, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)promptly notify CoolCare.
Appears in 1 contract
Samples: Terms and Conditions
Customer’s Obligations. 7.1 6.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis XXXX; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the ServicesPlatform Service, including but not limited to Customer Data, End User Data, security access information and configuration services;
(ca) comply with all applicable laws and regulations with respect to its activities under the Agreementthis XXXX;
(db) not use carry out all other Customer responsibilities set out in this XXXX in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, The Supplier may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ec) ensure that the Authorised Administrative Users use the Services, the Software and the Documentation Platform Service in accordance with these terms and conditions this XXXX and shall be responsible for any Authorised Administrative User’s breach of these terms this XXXX; in this XXXX) and conditionsprivacy policies;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis XXXX, including without limitation the ServicesPlatform Service;
(gf) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(bh) comply it shall permit the Supplier to audit the Customer’s use of the Platform Service in order to establish the correct number of Log-ins are in place and shall fully co- operate with the Cloud Service EndSupplier in such audit;
(i) if an audit reveals that the Customer does not have the correct number of User Subscriptions, pay any invoices for additional Log-User Terms (ins which are issued as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)a result; and
(cj) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur not remove from a relevant third party by reason the Platform Service any of the CustomerSupplier’s termination of the Agreement logos or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)copyright notices.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs Lifeline Digital and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxTunstall, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Terms and Conditions
Customer’s Obligations. 7.1 The Customer shall and shall procure that all Authorised Users shall:
(a) comply with:
(i) provide the terms of Supplier with all necessary co- operation and access to such information, premises and systems as required by the Connection Procedures when connecting Authorised Users Supplier to perform the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner and within any agreed timescales. In the Agreementevent of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms this Agreement and conditions and the Customer shall be responsible for any Authorised User’s breach of these terms and conditionsthis Agreement;
(fe) obtain and shall maintain all necessary licences, consents, consents and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;; and
(gf) ensure that its it has all necessary internet and network communications, computer equipment and systems comply a suitable web browser required in order to access and use the Software and complies with all other technical requirements notified to it by the relevant specifications provided by Xxxxxxxx Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (includingnot, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the shall not allow any Authorised Users are bound under similar obligations. In particular, the Customer agrees User to:
(a) comply with access, store, distribute or transmit any Viruses, or any material during the SIM Card End-User Terms course of its use of the Services that:
(as i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or discriminatory;
(ii) facilitates or promotes illegal activity; or
(iii) causes damage or injury to any person or property, and the same may be amended from time Supplier reserves the right, without liability, to time by Xxxxxxxx giving no less than 30 days’ notice temporarily suspend access to the Customer)Services in the event of a Virus being transmitted or other material security threat relating to the Services occurring, in which case, where reasonably practicable, the Supplier shall notify the Customer in advance;
(b) comply with use the Cloud Service End-User Terms (as the same may be amended from time Services to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); andsend any unsolicited or unauthorised advertising or promotional material;
(c) indemnify Xxxxxxxx against except as expressly permitted by this Agreement and as may be allowed by any applicable law which cannot be excluded, attempt to reverse compile, disassemble or reverse engineer any part of the Software, or copy, modify, create derivative works from, transmit, or distribute all such additional feesor any part of the Software and/or Documentation in any form or media;
(d) access all or any part of the Services in order to build a product or service which competes with the Services; or
(e) license, costs and charges as Xxxxxxxx may incur from a relevant sell, rent, lease, transfer, assign, distribute, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party by reason of except the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Authorised Users.
Appears in 1 contract
Samples: Software Services Agreement
Customer’s Obligations. 7.1 7.1. The Customer shall (and shall procure that each User shall:):
(a7.1.1. report incidents with the Software or Interface(s) comply with:
(i) and request support in accordance with the terms of the Connection Procedures when connecting Authorised Users to the ServicesSLA;
(ii7.1.2. use the Access Details to access the Interface(s) such as directed by Peak, and shall not access the Interface(s) in any other reasonable procedures relating to way;
7.1.3. protect and keep confidential all Access Details;
7.1.4. change any user names and passwords as frequently as Peak deem necessary or as mandated by the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer Interface(s) from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms 7.1.5. choose and conditionsprocure the choosing of passwords which cannot be easily guessed; and
(ii) all necessary 7.1.6. prohibit unauthorised access to the Interface(s).
7.2. The Customer shall ensure that:
7.2.1. it is entitled to transfer the relevant personal data to Peak so that Peak may lawfully use, process and transfer the personal data in accordance with this Agreement on the Customer's behalf; and
7.2.2. the relevant third parties have been informed of, and (where necessary) have given their consent to, such information use, processing, and transfer as may be required by Xxxxxxxx; the Data Protection Legislation.
7.3. Where possible in the context of the Services and in accordance with the "data minimisation principle" under Data Protection Legislation, the Customer shall ensure that all personal data provided by or on behalf of the Customer shall be limited to what is necessary in order for it to provide receive the benefit of the Services, including but not limited by using measures such as pseudonymisation.
7.4. Each party (the "Indemnifying Party") shall indemnify the other and its affiliates and hold them harmless from all direct losses arising out of the Indemnifying Party's breach of any of its obligations in relation to the Customer DataData pursuant to the Data Protection Legislation and/or under clauses 6.8.12, security access information 7.1.3, 7.2 and configuration services;7.3 (as appropriate) provided that the Peak's liability to the Customer shall be subject to the cap set out in clause 13.5.
(c) comply with 7.5. The Customer warrants that it shall throughout the Term:
7.5.1. have all applicable laws necessary rights, permissions and regulations with respect consents to its activities under the enter into this Agreement;
(d) not use or permit the use of the Services 7.5.2. promptly furnish to transmit data that infringes any applicable lawsPeak all instructions, regulations or third party rightsdata, materials, information, input and assistance as required by Peak, so as to enable it to fully carry out its obligations under this Agreement;
(e) 7.5.3. ensure that the Authorised Customer and Users and the Customer's and their customers, employees, contractors and agents co-operate with Peak and its employees, contractors and agents;
7.5.4. ensure that the Customer and Users shall comply with the reasonable requests from Peak from time to time in connection with the Licence and the Services;
7.5.5. ensure that the Customer and Users shall comply with the terms of this Agreement;
7.5.6. use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, the Interface(s), the Services and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify Peak;
7.5.7. ensure that the Customer and Users shall only use the Software, the Services, the Software Deliverables and the Documentation in accordance with these terms Interface(s) on the Customer's own respective accounts and conditions and shall be responsible not as agent for any Authorised User’s breach of these terms and conditionsother person (whether a customer, a client or otherwise);
7.5.8. always include (f) obtain and shall maintain all necessary licencesor permit Peak to include), consentsat Peak's request, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreementa statement of accreditation (i.e. such statement of accreditation reasonably specified by Peak, including without limitation as to size, font and colour) and any disclaimer stipulated by Peak in any place referring to or using the ServicesSoftware;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time7.5.9. In particularnot knowingly make any false or misleading statements, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements claims or representations in relation to the Software provided to it under or Peak, and shall (and shall procure that each User shall) fairly represent and display the Agreement and acknowledges that any failure to do so could lead to security risks in its use results of the ServicesDeliverables;
7.5.10. promptly inform Peak if the Customer or any User discovers any errors or inaccuracies in the Deliverables;
7.5.11. not (hand shall procure that each User shall not) comply with such reasonable instructions that use the Software, the Interface(s), the Services and/or the Deliverables in any way which may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security breach of any equipment connected to the Serviceslaw, statute, regulation or bye-law or code of practice of any applicable jurisdiction; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems 7.5.12. not make or give any promises, warranties, guarantees or representations to any third party concerning the ServicesSoftware, and all problemsthe Interface(s), conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for and/or the avoidance of doubt, the provision of SIM Cards) under standard terms provided Deliverables other than those already specifically approved by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Peak in writing.
Appears in 1 contract
Samples: Software License Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Activ8 Intelligence with:
(i) all necessary co-operation in relation to these terms its use of the Services and conditionsits rights and obligations under this agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxActiv8 Intelligence; in order to enable Activ8 Intelligence to provide or monitor the use of the Services, including but not limited to Customer Data, security access information and configuration services;
b) pay the Licence Fees (monthly, in advance) by direct debit;
c) comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightscarry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of these terms and conditionsthis agreement;
(f) ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services;
g) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxActiv8 Intelligence, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gh) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Activ8 Intelligence from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, Activ8 Intelligence’s data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 j) The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, be solely responsible for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms any and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply all obligations with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice respect to the Customer);accuracy, quality and legality of Customer Data.
(b) comply with 7.2 In the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason event of any failure or delays in the Customer’s termination compliance with its obligations under this agreement, Activ8 Intelligence may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services, as reasonably necessary to procure compliance by the Customer of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)its obligations.
Appears in 1 contract
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gf) ensure that its network and systems comply with the relevant specifications provided for Supported Browsers and Internet Connectivity Speeds and any other requirements communicated by Xxxxxxxx the Supplier and updated from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(hg) comply with such reasonable instructions that may be given be, to it the extent permitted by Xxxxxxxx which are necessary for reasons of:
(i) health law and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeexcept as otherwise expressly provided in this agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesSupplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(bh) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice solely responsible for vetting any Customer Approved Third Party prior to the Customer)integration of the Customer Approved Third Party in the Services and for all acts and omissions of the Customer Approved Third Party; and
(ci) indemnify Xxxxxxxx against all such additional fees, costs be solely responsible for checking the veracity and charges as Xxxxxxxx may incur from completeness of any information provided by a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Customer Approved Third Party.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of these terms this agreement;
(e) ensure that all Authorised Users undertake the required training for use of the Services and conditionsfurther ensure that new Authorised Users receive the required training at the Supplier’s normal rates for such training prior to being permitted to use the Services;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps adequate to ensure that any end users agree to allow the installation and use of equipment required for the receipt proper usage of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for do not include any elements such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given as are notified to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided Customer from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining by the security of any equipment connected to the ServicesSupplier; and
(mh) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Servicesnetwork as indicated as applicable to the Customer in the Service Definition, and the Customer shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The 8.2 If the Customer acknowledges that Xxxxxxxx shall provide some elements is in breach of any of its obligations in clause 8.1 above and such breach causes the Services (includingSupplier additional cost or expense, then the Supplier may charge for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligationsadditional cost or expense. In particular, the Supplier may charge for any additional support required by the Customer agrees to:
(a) as a result of its failure to comply with clause 8.1(e).
8.3 The Supplier shall not be liable for the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice degradation to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time Services suffered by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination failure to comply with clause 8.1(g) and in particular the Service Levels shall not apply in the event of any breach by the Agreement or early cancellation Customer of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third partyclause 8.1(g).
Appears in 1 contract
Samples: Subscription Agreement
Customer’s Obligations. 7.1 5.1. The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) 5.1.1. provide Xxxxxxxx with:
(i) CUBE with all necessary co-co- operation in relation to these terms this Agreement, and conditions; and
(ii) all necessary access to such information as may reasonably be required by Xxxxxxxx; CUBE in order to provide the Service, the Support Services and the Professional Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with 5.1.2. carry out all applicable laws other Customer responsibilities set out in this Agreement in a timely and regulations with respect to its activities under efficient manner; in the Agreementevent of any delays in the Customer's provision of such assistance, CUBE may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 5.1.3. ensure that the Authorised Users use the Services, the Software Service and the Documentation Support Services in accordance with these terms Terms and conditions Conditions and shall be responsible for any Authorised User’s acts or omissions in connection with the Service or the Support Services, including any breach of these terms and conditionsthis Agreement, as if the same were an act or omission of the Customer;
(f) 5.1.4. not access, store, distribute or transmit any Viruses or any material during the course of its use of the Service which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, facilitates illegal activity or causes damage or injury to any person or property; CUBE reserves the right, without liability or prejudice to its other obligations to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 5.1.4;
5.1.5. comply with all Applicable Laws with respect to its activities under this Agreement and obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxCUBE, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) 5.1.6. be responsible for allocating passwords and permissions for access to different levels and areas of the Service and ensuring that such passwords are kept confidential and not provided to any third parties at any time;
5.1.7. ensure that its network network, hardware, web browsers and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided CUBE from time to time for such purpose, providing such information including as Xxxxxxxx shall reasonably require to assist it set out in remedying such faults or providing support in accordance with these terms and conditions;the Documentation; and
(l) 5.1.8. be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links necessary to use the Service and the Support Services.
5.2. CUBE shall not be liable for failures or delays in providing the Service, the Support Services or the Professional Services, to the extent that such failures or delays are caused by the internetCustomer’s acts or omissions (including failures or delays by the Customer in carrying out its obligations under this Agreement), and CUBE shall be entitled to charge additional amounts in respect of additional work necessitated by the Customer’s acts or omissions.
7.2 5.3. The Customer acknowledges is entitled to request in writing to CUBE that Xxxxxxxx the Service and Content to which the Agreement relates as at the Effective Date, is expanded in scope to accommodate one of, or a number of, the Additional Commercial Provisions as set out in the Order Form (“Additional Service Scope”). Customer shall provide some elements make such request for the Additional Service Scope to CUBE in writing, CUBE shall respond to such request in writing either confirming or rejecting the Additional Service Scope and shall confirm the additional fees relating to the same (where applicable, such fees being calculated against any permitted increase in fees under clause 7.3) (“Additional Fees”). Upon acceptance and confirmation by CUBE to Customer of the Services (including, for the avoidance of doubtAdditional Service Scope, the provision of SIM Cards) under standard the Additional Service Scope shall be subject to the terms provided by relevant third partiesand conditions of this Agreement. The Additional Fees shall be invoiced to the Customer annually in advance on the date which CUBE agrees to provide the Additional Service Scope, however, will be bound by such terms and to ensure that pro- rated for the Authorised Users are bound under similar obligations. In particularperiod calculated from the date of which the Additional Service Scope is agreed, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason next anniversary of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Effective Date.
Appears in 1 contract
Samples: End User License Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
provide, and procure that its Affiliates, and its and their agents and contractors (iincluding any existing service provider and Customer Third Party) the terms of the Connection Procedures when connecting Authorised Users to the Services;
shall provide Target, in a timely manner on request, with such information (ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services including Customer Data), assistance and co- operation as Xxxxxxxx shall notify to the Customer Target may from time to timetime reasonably request in connection with the exercise of its rights and performance of its obligations under this Agreement;
(b) provide Xxxxxxxx with:
(i) carry out all necessary co-operation other Customer responsibilities specifically set out in relation this Agreement or any document referred to these terms in this Agreement in a timely and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesefficient manner;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreementterms of any third party licences;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the its Affiliates and Authorised Users use the Services, the Software and the Documentation in accordance with these the applicable terms and conditions of this Agreement and shall be responsible for any Affiliate’s or Authorised User’s breach of these terms and conditionsthe same;
(fe) obtain and shall maintain all necessary licences, consents, approvals and permissions necessary for XxxxxxxxTarget, its contractors and agents to perform their obligations under the this Agreement, including without limitation excluding, for the Servicesavoidance of doubt, any licences, consents or permissions relating to the Software or the Documentation;
(gf) ensure that its the Customer Systems and all network connections and systems telecommunications links from the Customer Systems to Target Systems comply with the relevant specifications provided by Xxxxxxxx Target (acting reasonably) from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be solely responsible for procuring and maintaining its the Customer Systems, and all network connections and telecommunications links from its systems the Customer Systems to the ServicesTarget Systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's 's, its Affiliates’ or its or their agents’ or contractors’ (including any existing service providers’) network connections or telecommunications links (except to the extent that such failures directly result from a breach by Target of any obligation under this Agreement) or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(ch) indemnify Xxxxxxxx against all such additional feesprovide Target with reasonable advance written notice of any proposed changes in the Customer Systems (including any change to the website or interfaces to the website), costs and charges as Xxxxxxxx may incur from a relevant third party by reason providing details of the Customer’s termination of nature of, and proposed timescales for, the Agreement or early cancellation of proposed changes. Any such proposed changes shall (including any impact on Target Systems) be dealt with in accordance with the Change Control Procedure at on a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Time and Materials Basis.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 6.1 The Customer shall:
(a) comply provide CoolCare with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i1) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii2) all necessary access to such information as may reasonably be required by Xxxxxxxx; CoolCare, in order to provide render the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(dc) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, CoolCare may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ed) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of these terms this Agreement;
(e) manage their Users’ login details and conditionsset appropriate access permissions for their Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxCoolCare, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx CoolCare from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mh) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesCoolCare’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 6.2 The Customer acknowledges that Xxxxxxxx shall provide some elements use all reasonable endeavours (including the use of reasonable technical and organisational security measures) to prevent any unauthorised access to, or use of, the Services (includingand/or the Documentation and, for in the avoidance event of doubtany such unauthorised access or use, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)promptly notify CoolCare.
Appears in 1 contract
Samples: Software Subscription Agreement
Customer’s Obligations. 7.1 The 4.1. Without prejudice to the other obligations provided for in this Agreement, the Customer shall:
(a) comply with:4.1.1. make the payments due under this Agreement in a timely manner, in accordance with the provisions of clause 3 and Appendix 1;
(i) 4.1.2. inform VTEX about any changes to your registration data. The absence of communication will result in VTEX validly using the terms data initially provided;
4.1.3. manage the operation of the Connection Procedures when connecting Authorised Users Services provided by VTEX for e-commerce solutions (“VTEX Platform”) and manage the launch and maintenance of the Customer’s online store through the administrative module provided by VTEX, provide support to the ServicesCustomer’s representatives, website developers, administrators and / or by any person who may have access to the VTEX Platform and any other service, as well as being liable, with exclusivity, for their acts;
(ii) such other reasonable procedures relating to the 4.1.4. only use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
in compliance with VTEX’s standard published policies (bxxxxx://xxxxxxxxxx.xxxx.xxx) provide Xxxxxxxx with:
(i) all necessary co-operation then in relation to these terms effect and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations regulations. Customer hereby agrees to indemnify and hold harmless VTEX against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with respect to its activities under any claim or action that arises from an alleged violation of the Agreement;foregoing or otherwise from Customer’s use of Services.
4.1.5. only use the VTEX Platform Application Programming Interface (d“APIs”) not use or permit for the purpose of generating requests for registration in the VTEX Platform's Order Management System (“OMS”), the use of APIs for integration with other systems that generate orders outside the Services to transmit data OMS of the VTEX Platform being prohibited, such as, but not limited to, the use of APIs by systems that infringes any applicable laws, regulations integrate the marketplace with the Enterprise Resource Planning (“ERP”) not registering the orders on the VTEX Platform and / or third party rights;
(e) ensure that the Authorised Users non-approved systems. The Customer shall not use the ServicesAPIs for any other purpose.
4.1.6. Customer hereby understands and agrees that it shall be solely and exclusively responsible for its use and operation of the VTEX Platform, including, without limitation, for any and all customizations, features and / or functionalities it adds to the Software VTEX Platform. Customer further agrees that VTEX shall not be liable for any breaches to the SLA caused due to the implementation and operation of such functionalities, features and / or customizations, unless they were previously agreed by VTEX in writing.
4.1.7. Customer hereby declares that, provided that VTEX has a substantially similar Certified APP, Customer shall not integrate VTEX Platform with partners who do not provide VTEX Certified APPs.
4.1.7.1. In case a substantially similar Certified APP is not available and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents Customer still wishes to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements integrate it to the Software provided VTEX Platform, Customer agrees that VTEX shall have no liability to it under any breaches to the Agreement SLA or any losses and acknowledges damages that any failure may arise out of or relate to do so could lead to security risks in its such integration or use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetnon-certified APP.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Master Services Agreement
Customer’s Obligations. 7.1 8.1 In addition to the obligations The Customer shall meet the responsibilities agreed by the parties in the Order Form. The Supplier shall be relieved of any obligation to provide the G-Cloud Services in the event that the Customer fails to meet any of its responsibilities and the Supplier may be obliged to increase the Usage Fees to reflect any increased obligation placed upon it by such failure.
8.2 The Customer shall, and shall ensure that Authorised Users shall, at no charge to the Supplier:
(a) comply with:
(i) a. provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditions; andthis Agreement;
(ii) all necessary access to such information complete and accurate information, systems, premises, facilities and utilities as may be required by Xxxxxxxx; the Supplier;
(iii) all necessary assistance in a timely manner from an appropriately skilled, experienced and authorised representative, including such status update reports as the Supplier may reasonably require, in order to provide render the G-Cloud Services, including but not limited to Customer Data, security access information and configuration services;
(c) b. comply with all applicable laws and regulations with respect to its activities under the or in connection with this Agreement;
(d) not use c. carry out all Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays, the Supplier may, at its reasonable discretion, adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary and make reasonable additional charges;
(e) d. ensure that the Authorised Users use the Services, the Software G-Cloud Services and the Documentation Controlling Specification in accordance with these the terms and conditions of this Agreement and shall be responsible for (i) any Authorised User’s breach of these terms this Agreement and conditions(ii) all activities carried out with an Authorised User’s password;
e. obtain, maintain and execute (fas appropriate) obtain and shall maintain all necessary licences, documents, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the this Agreement, including without limitation the G-Cloud Services;
(g) f. ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) g. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to [the ServicesSupplier’s data centres], and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and
h. inform the Supplier in writing if at any time during the provision of the G-Cloud Services, the Customer notices or suspects that wrong assumptions have been made or wrong directions have been taken by the Supplier.
7.2 8.3 The Customer shall comply, and shall procure that each Authorised User shall comply, with all minimum volume and/or Volume Capacity commitments as may be specified in the Statement of Price.
8.4 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure represents that the Authorised Users are bound under similar obligations. In particularTransfer of Undertakings (Protection of Employment) Regulations 2006, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time or varied (“Transfer Regulations”), do not apply to time any use of, or provision of, the G-Cloud Services pursuant to this Agreement. If it is subsequently determined by Xxxxxxxx giving no less than 30 days’ notice a court or other tribunal of competent jurisdiction that the Transfer Regulations do apply to the Customer);
(b) G- Cloud Services and/or the manner in which they are performed by the Supplier pursuant to this Agreement and/or any employee or former employee of the Customer or any Authorised User, the Customer shall indemnify and hold harmless the Supplier against any costs, claims, liabilities, damages, expenses and/or fines incurred by the Supplier in respect of redundancy, unfair dismissal, wrongful dismissal, breach of the Transfer Regulations or other claims relating to such employees, former employees and/or third parties. Each party agrees, at the other party’s request, to provide reasonable assistance to comply with legal obligations and to help the Cloud Service End-User Terms (as the same may be amended from time other party to time by Xxxxxxxx giving no less than 30 days’ notice mitigate its liability in relation to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)this clause.
Appears in 1 contract
Customer’s Obligations. 7.1 The Customer shallundertakes, and shall ensure that the Authorized Users undertake to:
(a) comply with:
(i) use the terms Service in accordance with the Agreement, the Terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the ServicesUse, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under regulations, and the Agreementinstructions given by Netox; #17681987v2
ii) immediately inform Netox by e-mail at xxxxxxx@xxxxxxxxxxxx.xxx as soon as it becomes aware of a malfunction of the Service, any unauthorized use or access of the Service or any known or suspected breach of security of the Service;
iii) take appropriate administrative and technical security measures to protect access to the Service;
iv) reply to all Netox’s questions and otherwise assist and be available for the reproduction, correction, bug-fixes, or solving of errors or other problems;
v) acquire, install, configure, maintain and dispose at its own expense all technical prerequisites (dhardware, software and connectivity) not use or permit required for the use of and access to the Services to transmit data that infringes any applicable laws, regulations or third party rightsService;
(evi) without delay and without any further compensation correctly and to the extent necessary give Netox all information and material required by Netox and necessary for the initiating and providing the Service;
vii) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be Netox’s personnel responsible for any Authorised Userthe provision of the Service are provided access to the Customer’s breach of these terms hardware, software and conditions;
(f) obtain and shall maintain all necessary licencesmaterial, consents, and permissions which Netox deems necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation provision of the Services;Service; and
(gviii) ensure that its network all information, material and systems comply with the relevant specifications instructions provided by Xxxxxxxx from time to time. In particular, the Customer to Netox are true, accurate and correct, and that it has the right to provide such information to Netox. The Customer shall promptly install not, and implement shall not permit any updatesAuthorized User or other party to:
i) modify, upgradesadapt, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use alter, translate, or create derivative works of the ServicesService;
(hii) comply with such reasonable instructions that may be given sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safetyany third party;
iii) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (iior the underlying ideas, algorithms, structure or organization) quality of the ServicesService;
(iiiiv) an emergencybypass, delete, or disable any copy protection or security mechanisms of the Service;
v) remove any notice of proprietary rights from the Service;
vi) attempt to gain unauthorized access to, or disrupt the integrity, performance or security of the Service or the data contained therein;
vii) copy the Service, except as expressly allowed herein; or
(ivviii) ensuring compliance by Xxxxxxxx and/or use the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt Service in violation of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types Terms of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetUse.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: General Terms and Conditions
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:ensure that the information it provides on the Order Form is complete and accurate;
(ib) co-operate with the terms Supplier in all matters relating to the provision of the Connection Procedures when connecting Authorised Users Services. This will including giving the Supplier advance notice of changes to business application software that the Supplier’s processes interact with and sufficient time for the Supplier to modify its processes in order that it can deliver the Software Services;
(c) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation, IT infrastructure, business application software that the Supplier’s processes interact with and such other facilities as reasonably required by the Supplier to provide the Services;
(iid) where the Supplier attends the Customer’s premises to install the Services on a prearranged date, ensure that appropriately skilled personnel are available to provide such other reasonable procedures relating assistance as may be required to assist with the integration of the Services with the Customer’s pre-existing systems;
(e) provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services (including related Applications and/or Software), and ensure that such information is accurate in all material respects. This includes granting and maintaining sufficient access rights to the use business application software to enable the Supplier to provide Software Services;
(f) ensure that its network and systems comply with the requirements of the Smart Hubs relevant Service Schedule and/or Documentation provided by the Services Supplier and as Xxxxxxxx shall notify to updated by the Customer Supplier from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cg) comply with all applicable laws laws, regulations and regulations Rules with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) this Agreement obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with , before such date the relevant specifications provided by Xxxxxxxx from time Services are due to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Servicesstart;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health keep and safety;
(ii) quality maintain all materials, documents and other property of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or Supplier at the SIM Card Provider with relevant Customer's premises in safe custody at its own risk, maintain them in good condition until returned to the Supplier, and applicable EU and/or UK legislation not dispose of or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) them other than in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable the Supplier's written instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Servicesauthorisation; and
(mi) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of not use the Services (includingto access, for the avoidance of doubtstore, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particulardistribute or transmit any Viruses, the Customer agrees toor any material that:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) comply with facilitates illegal activity;
(c) promotes unlawful violence;
(d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
(e) causes damage or injury to any person or property; and the Cloud Service End-User Terms (as Supplier reserves the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice right, without liability to the Customer), to disable the Customer’s access to the Services where the Customer is in breach of the provisions of this Clause.
7.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the Parties:
(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application, Software, Software Services and/or Documentation in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application, Software or Software Services; or
(b) access all or any part of the Application, Software, Services and/or Documentation in order to build a product or service which competes with the Services; or
(c) use the Application, Software, Services and/or Documentation to provide services to third parties; or
(d) subject to Clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Application, Software, Software Services, Services and/or Documentation available to any third party.
7.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application, Software, Software Services, Services and Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
7.5 The rights provided under this Clause 7 are granted to the Customer only.
7.6 If the Supplier's performance of any of its obligations in respect of this Agreement is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (each a “Customer Default”):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this Clause 7; and
(c) indemnify Xxxxxxxx against all such additional fees, the Customer shall reimburse the Supplier on written demand for any costs and charges as Xxxxxxxx may incur or losses sustained or incurred by the Supplier arising directly or indirectly from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Customer Default.
Appears in 1 contract
Samples: Managed Service Agreement
Customer’s Obligations. 7.1 8.1 The Customer hereby agrees to be bound by the terms of:
a) The Calabrio End User Licence Agreement; A copy of which is set out at Schedule 5, and whose terms are hereby incorporated into this agreement.
8.2 The Customer hereby grants to the Supplier and its licensors a limited, non- exclusive, non-sublicensable, non-transferable licence to use, copy, store and display Customer Data for the purposes of providing the Services and improving and enhancing the overall user experience of the Services. The Customer additionally acknowledges that the Supplier and its licensors have the right to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer.
8.3 The Customer shall:
(a) comply Provide the Supplier with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary : - All co-operation reasonably required in relation to these terms connection with this agreement; and conditions; and
(ii) all necessary access - Access to such information as may reasonably be required by Xxxxxxxx; the Supplier in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) Without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(c) Carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure Ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(fe) obtain Obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreement, including without limitation the Servicesthis agreement;
(gf) ensure Ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;; and
(hg) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be Be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesSupplier's, and all problemsto any of the Supplier’s sub-contractors’, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetdata centres.
7.2 8.4 The Customer acknowledges that Xxxxxxxx shall provide some elements own all right, title and interest in and to all of the Services (including, Customer Data that is not personal data and shall have sole responsibility for the avoidance legality, reliability, integrity, accuracy and quality of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Customer Data.
Appears in 1 contract
Customer’s Obligations. 7.1 3.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx IMImobile with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be reasonably required by Xxxxxxxx; IMImobile (b) and in order the event of any delays in the Customer's provision of such co- operation and assistance IMImobile may adjust any agreed timetable or delivery schedule for provision of the Service as reasonably necessary to provide the Services, including but not limited to Customer Data, security access information and configuration servicestake account of such delay;
(c) comply with all applicable laws and regulations Legislation with respect to its activities under the this Agreement;
(d) not use or permit comply with the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsAcceptable Use Policy;
(e) set up the necessary communications link, provide test information in the format required by IMImobile from time to time;
(f) ensure that it has the necessary information technology infrastructure required for, and which is compatible with, the Platform and the Channels and IMImobile's Software and technology in order that it may utilise the Service;
(g) ensure that the Authorised Users use the Services, the Software and the Documentation Service in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis Agreement by it which is caused by any User;
(fh) where any part of the IMImobile Software is subject a Usage Limit to only permit such number of users to use that part of the IMImobile Software as does not exceed the Usage Limit; and
(i) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxIMImobile, its contractors and agents to perform their obligations under the this Agreement, including without limitation the ServicesService.
3.2 The Customer shall:
(a) ensure that the Content complies with Legislation;
(b) provide all support and liaison reasonably required by Users including, without limitation, the provision of responses to User enquiries and complaints concerning the Content and the Service and the provision of any after-sales support in connection with such Content and the Service;
(c) ensure Content is not of a nature likely to bring IMImobile or any Channel into disrepute or breach any Legislation;
(d) implement and maintain appropriate security procedures to prevent unauthorised access, use or damage to the Platform, Service, and Channels;
(e) install and maintain up to date, generally accepted Virus checking software to ensure that all data transmission from the Customer to IMImobile including Content has been checked before delivery to IMImobile;
(f) ensure that the Customer Software does not contain any Virus;
(g) where Users contribute to the Content or create their own consent ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks appropriate controls are in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps place to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing User generated content complies with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types terms of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetthis clause 3.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Master Services Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditions; andthis agreement;
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; and
(iii) such information and assistance as the Supplier reasonably requires to enable the Supplier to deliver the SaaS Services. The Customer acknowledges that the Supplier’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not ensure that only Authorised Users may use or permit the use of the SaaS Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure and that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions and of this agreement. The Supplier shall not be responsible liable for :
(i) any Authorised User’s 's breach of these terms and conditions;this agreement; and
(fi) the acts and omissions of any Authorised User, including but not exclusively in relation to any loss of data or functionality caused directly or indirectly by the Authorised Users.
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gf) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring procuring, maintaining and maintaining securing its network connections and telecommunications links from its systems to the ServicesSupplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements own all right, title and interest in and to all of the Services (including, Customer Data that is not personal data and shall have sole responsibility for the avoidance legality, reliability, integrity, accuracy and quality of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. all such Customer Data.
7.3 The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees toshall :
(a) comply with not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the SIM Card End-User Terms (as permission of the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);owner of such rights.
(b) comply with grant the Cloud Service EndSupplier a limited, non-User Terms (exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Data solely as is necessary to provide the same may be amended from time SaaS Services to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and.
(c) indemnify Xxxxxxxx against all such additional fees, costs notify the Supplier immediately of any unauthorised use of any password or Authorised User’s ID or any other known or suspected breach of security,
(d) report to the Supplier immediately and charges as Xxxxxxxx may incur from a relevant third party by reason use reasonable efforts to stop any unauthorised use of the SaaS Services that is known or suspected by Customer’s termination
(e) carry out all reasonable checks to confirm the identity of all proposed Authorised Users and report any attempt to access the Agreement SaaS Services by use of false identity information.
7.4 Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not
(a) include anything that actually or early cancellation potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party), or
(b) contain anything that is obscene, defamatory, harassing, offensive or malicious.
Appears in 1 contract
Samples: Saas Agreement
Customer’s Obligations. 7.1 9.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Iplicit with:
(i) all necessary co-operation in relation to these terms its use of the Services and conditionsits rights and obligations under this agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxIplicit; in order to enable Iplicit to provide or monitor the use of the Services, including but not limited to Customer Data, security access information and configuration services;
(b) pay the Subscription Fees (quarterly, in advance) and any excess storage fees (in the month they are incurred) by direct debit;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightscarry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of these terms and conditionsthis agreement;
(f) ensure that Authorised Users are properly trained and sufficiently competent to a level that is appropriate to their usage of the Services;
(g) ensure that the latest version of Iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access the Services;
(h) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxIplicit, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gi) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Iplicit from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and Iplicit’s data centres; and
(k) be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements 9.2 In the event of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of any failure or delays in the Customer’s termination compliance with its obligations under this agreement, Iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)its obligations.
Appears in 1 contract
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) Pay the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to timeSubscription Fees in accordance with clause 8;
(b) provide Xxxxxxxx EasyLog™ with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxEasyLog™; in order to provide the ServicesService, including but not limited to Customer Data, security access information and configuration servicesService;
(c) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, EasyLog™ may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Service in accordance with these terms and conditions the of this Agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis Agreement;
(f) ensure that all email addresses and/or mobile telephone numbers required for the operation of the Service are kept up to date and current;
(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxEasyLog™, its contractors and agents to perform their obligations under the this Agreement, including without limitation the ServicesService;
(gh) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx EasyLog™ from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mi) be solely responsible for procuring and maintaining its own network connections and telecommunications links from its systems to the ServicesEasyLog™ Cloud, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of In relation to the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particularAccount Type, the Customer agrees toundertakes that:
(a) comply with the SIM Card End-User Terms (as maximum number of sensors that it utilises within any particular Account Type shall not exceed the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)maximum of permitted within such Account Type;
(b) comply with each Authorised User shall keep a secure password for its use of the Cloud Service End-and that each Authorised User Terms shall keep its password confidential.
7.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:
(as a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which might otherwise threaten or compromise the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to security of the Customer); andEasyLog™ Cloud;
(b) facilitates illegal activity;
(c) indemnify Xxxxxxxx against all such additional feesdepicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, costs gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and charges as Xxxxxxxx may incur from a relevant third party by reason of EasyLog™ reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s termination access to any material that breaches the provisions of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)this clause.
Appears in 1 contract
Samples: End User License Agreement
Customer’s Obligations. 7.1 3.1. The Customer shall:
(a) comply with:
(i) 3.1.1. co-operate with the terms of the Connection Procedures when connecting Authorised Users Supplier in all matters relating to the Services;
(ii) such other reasonable procedures 3.1.2. appoint a manager or managers in respect of the Services. That person or persons shall have authority to contractually bind the Customer on all matters relating to the use Services (including by signing Change Orders) and shall be available at the Site at all relevant times;
3.1.3. provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by the Supplier for the Services;
3.1.4. provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or a third party) reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete in all material respects;
3.1.5. where relevant, inform the Supplier of all health and safety and security requirements that apply at any of the Smart Hubs and/or Customer's premises;
3.1.6. provide assistance and advice, where applicable, regarding visa, permits, accommodation, personal security and such other matters as may arise to enable the Services as Xxxxxxxx shall notify Supplier’s personnel to provide services at whatever location of the Customer from time the same need to be performed, and shall also provide assistance and advice to facilitate such personnel wishing, for any reason and at any time, to return home;
(b) provide Xxxxxxxx with:
(i) 3.1.7. obtain and maintain all necessary co-operation in relation licences and consents and comply with all relevant legislation as required to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order enable the Supplier to provide the Services;
3.1.8. take all precautions required to maintain the confidentiality of the Software and the Project Documents and, in particular, shall use the Software solely at the Site on the operating environment and in an area requiring authorised access and shall effect security measures to safeguard the Software from theft or from access by persons other than its own authorised employees or agents;
3.1.9. be responsible for all security aspects of and at the Site, including but not limited to, access to Customer Datathe Site, security access information configuration of firewalls, routers, switches and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under web-servers and, while the Agreement;
(d) Supplier will recommend secure configuration, the Supplier does not use represent or permit warrant that this will fully protect the use of the Services to transmit data that infringes Software and has no liability in respect of any applicable laws, regulations or third party rightssuch recommendation;
3.1.10. maintain adequate, current and subsisting support contracts on any servers, PCs, mobile computing devices (e) ensure radio frequency terminals, voice units), printers, wireless infrastructure, broadband, warehouse control or execution systems, or any other software or hardware upon which the Software relies, that is outside of the Authorised Users use scope of this agreement;
3.1.11. be responsible for ensuring that all IT infrastructure on which the ServicesSoftware is dependent is suitable to accommodate the extra processing necessitated by the Software, and will upgrade any such IT infrastructure accordingly as required; and
3.1.12. be responsible for all IT Infrastructure management, disaster recovery, continuity, and systems security.
3.2. If the Supplier's performance of its obligations under this agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal in duration to the delay caused by the Customer.
3.3. Where the Services include development of integration channels or software between the Software and other hardware or software systems (External Systems) in use by the Documentation Customer, then:
3.3.1. the Customer shall provide access to detailed documentation for the External Systems, and fully installed and operative copies of all relevant software, databases, and development utilities or software (such as compilers, editors, etc.) on dedicated hardware for development and test purposes. This delivery will be at a location specified by the Supplier; and
3.3.2. the Customer shall provide all reasonable assistance in accordance with these terms development at the Customer’s cost, including using all reasonable endeavours to procure the full co-operation of any third-parties, including software suppliers, in providing necessary assistance, granting of temporary licences, or additional detailed documentation as required by the Supplier; and
3.3.3. the Customer shall ensure that all third-party software and conditions hardware are fully licensed and shall that no third-party Intellectual Property Rights are breached; and
3.3.4. the Customer will be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain ensuring that all necessary licences, consentsIT infrastructure on which the Software is dependent is suitable to accommodate the extra processing necessitated by the integration software, and permissions necessary will upgrade any such IT infrastructure accordingly if required; and
3.3.5. the Customer is responsible for Xxxxxxxxall IT Infrastructure management, its contractors and agents to perform their obligations under the Agreementdisaster recovery, including without limitation the Services;
(g) ensure that its network continuity, and systems comply with security. If the relevant specifications provided access or assistance as required by Xxxxxxxx from time to time. In particularthis clause 3.3 cannot be supplied in full, the Supplier may at its option terminate this agreement on 3 months’ notice in writing.
3.4. The Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement agrees and acknowledges that any failure data input in relation to do so could lead the Software by the Customer and its agents and matters such as environmental server specification and third-party software will be the entire responsibility of the Customer. The Supplier will have no responsibility for any such matters, in particular the accuracy and/or validity of any data output from the Software as a result of any data input by or on behalf of the Customer.
3.5. The Customer shall at all times comply with any obligations on licensees of any third- party products comprised within the Software.
3.6. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this agreement to security risks the expiry of 12 months after the termination or expiry of this agreement for whatever reason, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or sub-contractor of the Supplier, or of any Affiliate of the Supplier, in its use the provision of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required . The undertaking in this clause 3.6 is intended for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Servicesbenefit of, and all problemsshall be enforceable by, conditions, delays, delivery failures the Supplier and all other loss or damage arising from or relating its Affiliates and shall apply to actions carried out by the Customer's network connections , or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason an Affiliate of the Customer’s termination of the Agreement , in any capacity and whether directly or early cancellation of a SIM Card (includingindirectly, for the avoidance of doubton its own behalf or on behalf of, or jointly with, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)other person.
Appears in 1 contract
Samples: General Terms of Business
Customer’s Obligations. 7.1 The Customer shall:
(a) comply withprovide the Supplier with all necessary:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) provide such personnel assistance as the Supplier may reasonably require from time to time;
(c) appoint a Customer Service Lead (as may be updated from time to time), who shall have the authority to contractually bind the Customer on all matters relating to this agreement, and the Customer shall inform the Supplier of the name and relevant credentials of the Customer Service Lead;
(d) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsthis agreement;
(e) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(f) ensure that the GP Practices and Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any GP Practice’s or Authorised User’s 's breach of these terms and conditionsthis agreement;
(fg) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gh) ensure that its network and systems comply with the any relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps notify the Supplier should the Customer need to ensure that any end users agree to allow replace the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the ServicesCustomer Service Lead; and
(mj) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 8.1 The Customer shallshall provide the Supplier with:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(iib) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide render the Services, including but not limited to Customer Data, security access information and configuration services;
8.2 The Customer shall:
(a) ensure at all times they have at least one fully trained Software administrator and expert user.
(b) nominate a service manager to be the main point of contact with the Supplier’s service management team.
(c) provide all reasonable assistance with the resolution of service incidents to enable Supplier to fulfil its Support Service obligations.
(d) provide all reasonable assistance during the on-boarding process to assist with index design, creation and the automation of data loading processes. The customer must liaise or contract with 3rd party system providers where necessary.
(e) provide Client PCs running IE 9 or above or equivalent Firefox, Chrome or Safari browsers for the Registered Users.
(a) comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(db) not use carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(ec) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis agreement;
(fd) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(ge) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mf) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s service, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The (g) recognise that the Supplier is not in a position to assess any consequential loss which the Customer acknowledges that Xxxxxxxx shall provide some elements may suffer as a result of any failure of the Services (includingor Products, or any other default on the part of the Supplier and that it would be impractical and uneconomic for the avoidance Supplier to insure against such liability. Accordingly it is the responsibility of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms properly assess any consequential loss that it may suffer and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time obtain and maintain adequate insurance in relation to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)losses.
Appears in 1 contract
Customer’s Obligations. 7.1 8.1 The Customer shall and (where appropriate) shall procure that any End User shall:
8.1.1 provide Causeway with:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(iib) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) 8.1.2 comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(d) not use or permit 8.1.3 comply with the use requirements of any subcontractor engaged by Xxxxxxxx to assist with the provision of the Services as notified to transmit data that infringes any applicable laws, regulations or third party rightsthe Customer from time to time;
(e) 8.1.4 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Causeway may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.5 ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement, and the Customer shall be responsible for any Authorised User's or (where appropriate) End User’s breach of these terms and conditionsthis agreement;
(f) 8.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxCauseway, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) 8.1.7 ensure that its network and systems (or that of any End User) comply with the relevant specifications provided by Xxxxxxxx Causeway from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) 8.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesCauseway's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Customer’s Obligations. 7.1 6.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures Procedure when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs GOs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and its suppliers and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps provide Xxxxxxxx and its suppliers with such facilities as may be reasonably required to ensure that any end users agree to allow provide the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if anyServices;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mi) be solely responsible for for:
(i) procuring and maintaining its network connections and telecommunications links from its systems to the Services;
(ii) ensuring that there is wireless network coverage in the areas where its Authorised Users are to receive the Services, and and
(iii) dealing with all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 6.2 Due to roaming and other restrictions imposed by SIM card providers and wireless network operators that may affect the Services, provision of the Services is limited to the United Kingdom and accordingly the Customer shall only connect to the Services Authorised Users who are wholly or mainly seeking to use the Services within that territory for use only within that territory.
6.3 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(cb) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Terms and Conditions of Supply
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx OYM with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxOYM; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement including the Agreementdata protection legislation;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, OYM may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxOYM, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gf) ensure that its network and systems comply with the relevant minimum specifications provided by Xxxxxxxx OYM from time to time. In particular, the Customer shall promptly install but in any event at least 1GB of RAM and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply at least a 1GHz processor with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with over 1Mb internet speed running the latest commercially available virus detection software) to ensure that version of Google Chrome, Firefox, Safari or Internet Explorer without any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Servicesadditional plugins/extensions installed; and
(mg) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesOYM's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges warrants and represents that Xxxxxxxx shall provide some elements it has full authority to enter into this agreement on behalf of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms group or committee it represents and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended shall fully indemnify and hold harmless OYM from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur any claims or losses arising from a relevant third party by reason breach of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)this representation.
Appears in 1 contract
Samples: Online Youth Manager Agreement
Customer’s Obligations. 7.1 3.1 The Customer shall:
(a) comply shall promptly provide the CSU with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) 3.1.1 all necessary co-operation and assistance in relation to these terms and conditions; andthis Agreement;
(ii) 3.1.2 all necessary access to or copies of such information as may be required by Xxxxxxxx; the CSU in order to provide the ServicesServices and ensure that all information which it provides to the CSU is accurate, including but not limited to Customer Data, security access information adequate and configuration servicescomplete;
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (cand shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer shall promptly:
3.2.1 allow the CSU, its agents and subcontractors access to the Customer’s premises, office accommodation, and other facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 3.2.5 ensure that the Authorised Users CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Software Customer will inform the CSU of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Documentation premises to which the CSU requires access. The Customer shall take all necessary precautions to protect the health and safety and security of the CSU’s personnel whilst they are at the Customer’s premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in accordance with these terms and conditions and the Specific Terms; and
3.4.2 the Acceptable Use Policy.
3.5 The Customer shall be responsible for for:
3.5.1 maintaining and confirming their own information governance processes and policies are adequate and will ensure CSU personnel are made aware, in advance where possible, of any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents impact or restriction local variations may introduce to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use CSU delivery of the Services;
(h) comply with such reasonable instructions that may be given 3.5.2 maintaining as confidential the passwords issued to it by Xxxxxxxx which are necessary the Customer for reasons of:
(i) health and safetyaccess to the Customer Data within the IFRcheck+;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with 3.5.3 providing all relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) data in accordance with Xxxxxxxx’x reasonable instructionsthe agreed data extract schedule to populate the IFRcheck+, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or via a secure https secure upload mechanism, in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third partiesa timely fashion. The Customer agrees to be bound by such terms shall inform the CSU of any changes which may affect reference data, for example change of name for CCG or GP Practice.
3.6 The Customer shall use all due and proper care to ensure that the Authorised Users are bound manner in which it discharges its obligations under similar obligations. this Agreement does not have any adverse effect on the name, reputation, image or business of the CSU.
3.7 In particularthe event of any failure or delays in the Customer's performance of the Customer Dependencies in accordance with this Clause 3, the Customer agrees toCSU:
(a) comply with 3.7.1 may, where the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice failure relates to the Customer)Acceptable Use Policy, suspend provision of the Services and / or performance of any of its other obligations under this Agreement until the Customer has remedied such failure (including taking action to prevent a repeat of it) to the reasonable satisfaction of the CSU;
(b) comply with the Cloud Service End-User Terms (3.7.2 may adjust any timetable or delivery schedule set out in this Agreement as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)reasonably necessary; and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur 3.7.3 shall be relieved from a relevant third party by reason any liability for any failure to perform any obligation under this Agreement to the extent caused or contributed to the failure or delay of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Terms and Conditions
Customer’s Obligations. 7.1 12.1. The Customer shall:
(a) comply with:
(i) 12.1.1. provide the terms Supplier upon request from the Supplier with all necessary co- operation information and access required for the set-up, provision and maintenance of the Connection Procedures when connecting Authorised Users to the Services;
(ii) 12.1.2. comply with all applicable laws, regulations and regulatory requirements with respect to its activities under this Agreement;
12.1.3. not use the Services for any fraudulent or unlawful purposes, nor allow others to do so;
12.1.4. comply with Supplier literature, Supplier specifications or such other reasonable procedures relating operation guides or reasonable Supplier instructions related to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to may be notified by the Customer Supplier from time to time;
(b) provide Xxxxxxxx with:
(i) 12.1.5. carry out all necessary co-operation other Customer responsibilities set out in relation to these terms this Agreement in a timely and conditions; and
(ii) all necessary access to such information efficient manner. In the event of any delays by the Customer, the Supplier may adjust any agreed timetable or delivery schedule as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesreasonably necessary;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 12.1.6. ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these terms and conditions this Agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis Agreement;
(f) 12.1.7. obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) ensure 12.1.8. only connect to the Supplier’s network such equipment and/or networks that its network and systems comply with all relevant laws, standards and regulatory requirements and in such a way as is appropriate for the relevant specifications provided by Xxxxxxxx from time to time. In particularpurposes for which it is connected and so that it will not interfere with the Supplier’s equipment, nor the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use equipment of the Services;
(h) Supplier’s other customers and, further, shall comply with such all reasonable instructions that which the Supplier may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided issue from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require in relation to assist it the Supplier’s network or in remedying such faults relation to the Supplier’s equipment or providing support in accordance with these terms and conditionsthe Supplier’s other customers’ equipment;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) 12.1.9. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.;
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements 12.1.10. configure, connect and design its network and IT infrastructure (including the security and integrity thereof) in accordance with recognised best practice to mitigate the risk of it being a target or a source of disruptions or network defects or attacks;
12.1.11. ensure its local computers accessing the Services have the latest security patches and up to date anti-Virus software and are secured from unauthorised access and only use its equipment in accordance with the manufacturer’s instructions and ensure its equipment is reasonably protected against fraud;
12.1.12. ensure it complies with the terms of the Services (including, relevant end user license agreement for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)Software; and
(c12.1.13. inform the Supplier immediately if it becomes aware of believe that: i) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of any security breach has occurred in connection with the Services; ii) any fraud has occurred in connection with the Customer’s termination of equipment or over the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).network and/or;
Appears in 1 contract
Samples: Software Services Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Terms and Conditions
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:
(i) 4.1.1 Comply with the terms of the Connection Supplier’s Operational Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer amended from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply 4.1.2 Co-operate with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks Supplier in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected all matters relating to the Services; and
4.1.3 Provide the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the premises to the Site(s) and any other data and other facilities as may be reasonably required by the Supplier from time to time; and
4.1.4 Provide to the Supplier, in a timely manner, such In-put Material and other information as the Supplier may require and ensure that it is accurate in all material respects; and
4.1.5 Be responsible (mat its own cost) be solely responsible for procuring preparing and maintaining the relevant Site(s) for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its network connections Sites(s) in accordance with all applicable laws, before and telecommunications links during the supply of the Services at the relevant Site(s); and
4.1.6 Inform the Supplier from its time to time of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Site(s); and
4.1.7 Furnish equipment of a satisfactory standard and quality to ensure the transmission of signals from the Site(s) to the Alarm Receiving Centre; and
4.1.8 Ensure that all systems connected to the Alarm Receiving Centre are installed, maintained and used in accordance with the current European Standards as applicable and suitable for the purposes for which they are used in relation to the provision of the Services; and
4.1.9 Obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Supplier's Equipment, the use of In-put Material and all problemsthe use of the Customer's Equipment in relation to the Supplier's Equipment insofar as such licences, conditions, delays, delivery failures consents and all other loss or damage arising from or relating legislation relate to the Customer's network connections or telecommunications links or caused by business, premises, staff and equipment, in all cases before the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of date on which the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees are to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)start; and
(c) indemnify Xxxxxxxx against 4.1.10 Provide the Supplier promptly on request with all such additional fees, costs information which the Supplier requires to perform the Services and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx shall:-
4.1.10.1 ensure that all information which it provides to the relevant third party)Supplier is true, complete, accurate, and adequate; and
4.1.10.2 inform the Supplier immediately of any changes to any such information; and
4.1.10.3 promptly provide any additional information which the Supplier may require; and 4.
Appears in 1 contract
Samples: Service Agreement
Customer’s Obligations. 7.1 5.1 The Customer shall:
(a) comply 5.1.1 provide the Supplier with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(ia) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(iib) all necessary access to such information as may be required by Xxxxxxxx; the Supplier, in order for the Supplier to provide the ServicesXxxxx Solution, including but not limited to Customer Datadata, security access information and configuration services;
(c) 5.1.2 comply with all applicable laws and regulations Laws with respect to its activities under this Agreement and, in particular, shall at all times be appropriately authorised for any activity which is regulated by FSMA or any equivalent Law in any jurisdiction in which the AgreementCustomer operates;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) 5.1.3 ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) 5.1.4 be solely responsible for procuring and maintaining its network connections and telecommunications links from its the Customer systems to the ServicesSupplier's data centres;
5.1.5 use all reasonable endeavours to prevent any unauthorised access to, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubtuse of, the provision Xxxxx Solution and, in the event of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by any such terms and to ensure unauthorised access or use, promptly notify the Supplier; and
5.1.6 procure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees toeach User:
(a) signs up to a written agreement with the Customer, prior to using the Xxxxx Solution, which shall contain such provisions as are necessary to ensure that the Customer can comply with the SIM Card End-User Terms (terms of this Agreement or as otherwise notified to the same may be amended Customer by the Supplier from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);time; and
(b) comply will keep a secure password for the User's use of the Xxxxx Solution and shall keep such password confidential.
5.2 The Customer (and the Customer shall procure that the Users) shall not:
5.2.1 use the Xxxxx Solution in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by using another User's account, or by hacking into or inserting malicious code, including Viruses, or harmful data, into the Cloud Service End-User Terms (as Xxxxx Solution, or any operating system;
5.2.2 infringe the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a Supplier's Intellectual Property Rights or those of any relevant licensor or any third party by reason in relation to its use of the Customer’s termination Xxxxx Solution;
5.2.3 transmit any material that is defamatory, offensive or otherwise objectionable in relation to its use of the Agreement Xxxxx Solution;
5.2.4 use the Xxxxx Solution in a way that could damage, disable, overburden, impair or early cancellation compromise the Supplier's systems or security or interfere with other users;
5.2.5 collect or harvest any information or data from the Xxxxx Solution, or from the Supplier's systems, except for User Content or Content for which the User has obtained written permission from the relevant party to use;
5.2.6 attempt to decipher any transmissions to or from the servers running any Xxxxx Solution;
5.2.7 perform any security testing of a SIM Card (including, the Xxxxx Solution hosting platform either manually or utilising any automated system.
5.2.8 copy the Xxxxx Solution except for the avoidance purposes of doubtproviding the Content to Users as part of the receipt of the Xxxxx Solution provided that this shall not allow the Users to copy any of the code within the Xxxxx Solution nor any concepts in the Content;
5.2.9 rent, lease, sub-license, loan, distribute, disclose, or otherwise commercially exploit the Xxxxx Solution or otherwise make it available in whole or in part to any third party;
5.2.10 make alterations to, or modifications of, the whole or any part of the Xxxxx Solution, or permit the Xxxxx Solution or any part of it to be combined with, or become incorporated in, any cancellation charges other programs, unless such alterations or compensation payable modifications are carried out or approved, overseen and managed by Xxxxxxxx the Supplier; or
5.2.11 disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Xxxxx Solution or attempt to the relevant third party)do any such thing.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 9.1 The Customer shall:
(a) 9.1.1 provide all assistance, information, and advice which Prodeo may reasonably require; and
9.1.2 do all acts which Xxxxxx may reasonably request, to enable Prodeo to comply withwith its obligations and responsibilities under this Agreement.
9.2 The Customer shall:
(i) 9.2.1 provide the terms Customer Materials and any such information as Prodeo may reasonably require in a timely manner and ensure it is correct in all material aspects;
9.2.2 provide reasonable co-operation and assistance to Xxxxxx in respect of the Connection Procedures when connecting Authorised Users Xxxxxx’s provision of access to the ServicesApp;
(ii) such other reasonable procedures relating 9.2.3 comply with all Applicable Laws with which it is bound to the comply in its use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to timeApp;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 9.2.4 ensure that the Authorised Users use the Services, the Software and the Documentation App in accordance with these terms and conditions this Agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis Agreement;
(f) 9.2.5 comply with the Data Protection Legislation when granting Prodeo access to the MIS Data including, where necessary as determined by the Customer, by seeking consent from the Authorised Users or the Authorised Users’ parents or guardians to the MIS Data being made available to Prodeo;
9.2.6 act reasonably when choosing to disable the anonymity functionality of the App and consider each Authorised User’s data protection and privacy rights under the Data Protection Legislation when doing so;
9.2.7 obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxProdeo, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;
(g) 9.2.8 ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Prodeo from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) 9.2.9 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesProdeo’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including9.2.10 By using any app with user access to YouTube, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees you are also agreeing to be bound by such terms YouTube Terms of Service found here
9.3 The Customer shall not, save in relation to the Authorised Users, otherwise transfer the App to someone else, whether for money, for anything else or for free. The Customer shall ensure and to ensure shall procure that the Authorised Users are bound under similar obligations. In particularensure that if they sell any device on which the App is installed, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended App is removed from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)device.
Appears in 1 contract
Customer’s Obligations. 7.1 12.1. The Customer shallshall make payment to F One Technologies the amounts due under this Agreement.
12.2. The Customer shall notify F One Technologies promptly in writing, and in any event within 24 hours, should it become aware of any problems with the Services or Equipment.
12.3. The Customer recognises that the Services may be dependent upon End‐User Licensed Software and that the Customer must accept such licence to use the Services.
12.4. The Customer shall obtain any permit or consent from the relevant authorities that may be required to import, operate or use Equipment subject of any Accepted Order.
12.5. The Customer acknowledges that if leasing Equipment, the terms of the lease shall apply in addition to the terms of this Agreement.
12.6. The Customer shall not permit any party other than the Customer to benefit from the Services.
12.7. The Customer undertakes to use the Services in accordance with:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services instructions and conditions as Xxxxxxxx shall notify may be notified in writing to the Customer by F One Technologies from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation the relevant provisions of the Telecommunications Xxx 0000 and/or any other applicable legislation; any direction of the Director General of Telecommunications or other competent authority; and any licence granted thereunder which applies to these terms and conditions; and
(ii) all necessary access to such information as may be required the running of a telecommunications system by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration servicesCustomer;
(c) comply with Ofcom’s General Conditions of Entitlement and all applicable laws instructions and regulations with respect to its activities under the Agreementguidance issued by Ofcom;
(d) F One Technologies’ requests in order to comply with Ofcom’s General Conditions of Entitlement and all instructions and guidance issued by Ofcom; and
(e) such terms and conditions of any licensed telecommunications operator applicable to the Equipment or Line as notified by F One Technologies to the Customer from time to time.
12.8. Without limitation to the generality of clause 12.7, the Customer undertakes not to use the Services:
(a) for any unlawful purpose;
(b) for the transmission, storing or permit reproduction of material which is defamatory, offensive, abusive or of an obscene or menacing character; or
(c) in a manner which violates or infringes the use rights of the Services to transmit data any person, firm or company (including, without limitation, rights of copyright and confidentiality);
(d) as a means of communication for purposes other than that infringes any applicable laws, regulations for its own normal business or third party rightsdomestic use;
(e) ensure to establish, install or use a GSM Gateway so that telecommunication services are provided via the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditionsGSM Gateway to third parties;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under resale or otherwise act as any form of distributor in respect of the Agreement, including without limitation Services or the Services;Equipment; or
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with fraudulently or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the interneta criminal offence.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for 12.9. For the avoidance of doubt, the Customer acknowledges that it has sole responsibility for the payment of all Charges relating to the use of the Services regardless of whether such use is authorised, unauthorised, fraudulent or otherwise. The Customer must inform F One Technologies as soon as reasonably practicable if it suspects that fraudulent or unauthorised use of the Services is occurring, although such notification will not limit the Customer’s liability to pay the Charges as set out herein.
12.10. The Customer shall ensure that it, its representatives and those it directs shall not use or connect the Equipment other than in accordance with any instructions and any safety or security procedures applicable to the use of the Equipment at the direction of F One Technologies.
12.11. The Customer shall pay F One Technologies a reasonable charge for any third party costs incurred by F One Technologies where it reports a fault resulting in the attendance of an engineer and the fault is not with the Line, the Services, the Equipment or cannot be replicated.
12.12. The Customer shall pay F One Technologies for all third party costs incurred for installation and arranging the provision of SIM Cards) under standard terms the Services and Equipment, unless otherwise agreed in writing between the Parties.
12.13. The Customer will not allow an alternative supplier to override or bypass the Services either through the installation of equipment or through the local exchange or any next generation Network in the UK and the Customer will route all call traffic exclusively via F One Technologies during the validity of this schedule.
12.14. Where the Customer is provided by relevant with a username and password in order to access part or all of the Services. The Customer is responsible for keeping the username and password confidential and hereby agrees to take all necessary steps to ensure their confidentiality and to prevent disclosure to any unauthorised third parties. The Customer will inform F One Technologies immediately on becoming aware of or suspecting any unauthorised use of its username and password and agrees to be bound by take all necessary steps (or such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (steps as the same may be amended from time requested by F One Technologies) to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all prevent such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)use.
Appears in 1 contract
Samples: Supply Agreement
Customer’s Obligations. 7.1
3.1 The Customer shall:shall promptly provide the CSU with:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) 3.1.1 all necessary co-operation and assistance in relation to these terms and conditions; andthis Agreement;
(ii) 3.1.2 all necessary access to or copies of such information as may be required by Xxxxxxxx; the CSU in order to provide the ServicesServices and ensure that all information which it provides to the CSU is accurate, including but not limited adequate and complete; and
3.1.3 copies of all of its relevant policies, rules, procedures and quality standards (and shall inform the CSU of any amendments to such documents) to enable the CSU to comply with its obligations under this Agreement.
3.2 The Customer Datashall promptly:
3.2.1 allow the CSU, security its agents and subcontractors access information to the Customer’s premises, office accommodation, and configuration servicesother facilities as reasonably required by the CSU to provide the Services (so long as prior written consent has been sought from the Customer);
(c) 3.2.2 provide such access to the Customer’s personnel as may be reasonably requested by the CSU from time to time;
3.2.3 provide all necessary or reasonably requested sign-offs, approvals and instructions required by the CSU in connection with the performance Services;
3.2.4 comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) 3.2.5 ensure that the Authorised Users CSU has all necessary access to and all necessary licences, rights and consents to use all Customer Data and all Customer Materials;
3.2.6 maintain complete, up to date, reproducible and accurate backup copies of all data, programs and electronic records held by the Customer including Customer Data; and
3.2.7 carry out all other responsibilities set out in this Agreement in a timely and efficient manner.
3.3 When allowing the CSU to access its premises for the purposes of providing the Services, the Software Customer will inform the CSU of all health and the Documentation in accordance with these terms safety rules and conditions regulations and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure other reasonable security requirements that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement apply at any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given premises to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third partiesCSU requires access. The Customer agrees shall take all necessary precautions to be bound by such terms protect the health and to ensure that safety and security of the Authorised Users CSU’s personnel whilst they are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of at the Customer’s termination of premises
3.4 The Customer shall comply with:
3.4.1 any specific obligations set out in the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).Specific Terms; and
Appears in 1 contract
Customer’s Obligations. 7.1 5.1 The Customer shall:
5.1.1 promptly provide (aand in any event on or before any timeframes specified in the Solution Delivery Plan or otherwise specified by the Supplier from time to time) comply the Supplier with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(ia) all necessary co-operation in relation to these terms and conditionsthis Contract; and
(iib) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services.
5.1.2 within ten (10) Business Days of being issued a set of completed Milestone Deliverables by the Supplier for acceptance, and unless agreed in writing otherwise by the Supplier, review the Milestone Deliverables and following the review either:
(a) confirm acceptance of the set of Milestone Deliverables in full by promptly signing the provided Acceptance Certificate; or
(b) notify the Supplier in writing in accordance with clause 7.1 if the Customer considers that there are errors or omissions in any Milestone Deliverables, including but not limited the Software Solution failing to meet any aspect of the Specification in any material respect. Such notice shall trigger the issue resolution process set out in clause 7 and the parties shall seek to agree a resolution to the issue to allow the Supplier to re-issue in full, a corrected set of Milestone Deliverables to the Customer Data, security access information and configuration servicesfor acceptance;
(c) 5.1.3 perform the User Acceptance Tests in accordance with clause 6Error! Reference source not found.;
5.1.4 provide such personnel assistance as may be reasonably requested by the Supplier from time to time;
5.1.5 without affecting its other obligations under the Contact, comply with all applicable laws and regulations Applicable Laws with respect to its activities under the AgreementContract;
(d) not use 5.1.6 carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(e) 5.1.7 ensure that the Authorised Users use the Services, the Software and the Documentation ODiSI Solution in accordance with these the terms and conditions of the Contract and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthe Contract;
(f) 5.1.8 obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the AgreementContract, including without limitation any licence in relation to the ServicesThird Party Software where the Customer has chosen a self-hosted option for the Software Solution (the “Customer Consents”);
(g) 5.1.9 ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular; and
5.1.10 be, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software extent permitted by law and except as otherwise expressly provided to it under in the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeContract, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems all Endpoint Systems to the ServicesSupplier's Integration Access Point, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Contract for the Supply of Services
Customer’s Obligations. 7.1 The
9.1 Customer shall:
(a) comply with:
(i) the terms hereby represents and warrants that it has legally acquired and/or owns all right, title and interest, in and to all copies of the Connection Procedures when connecting Authorised Users Customer Data and that it has the right to use, distribute, provide to Portnox and transmit through the Services;
(ii) , such other reasonable procedures relating Customer Data. By using the Services, Customer gives its consent to the use of the Smart Hubs and/or Portnox, and grant Portnox with a worldwide, royalty-free, and non-exclusive license, to scan and collect such Customer Data, store such Customer Data in Portnox's servers, third party's external servers or cloud services on which the Services as Xxxxxxxx shall notify operates, and to the use such Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; Data in order to provide it with the Services.
9.2 Notwithstanding anything to the contrary herein, including but not limited Customer agrees that it will: (a) provide Portnox with all necessary cooperation in relation to Customer Data, security access information this Agreement and configuration services;
in order to render the Services; and (cb) comply with all applicable laws and regulations with respect to its activities under this Agreement and its use of the Agreement;
Services; and (c) carry out all other Customer responsibilities set out in this Agreement in a reasonable manner; and (d) not use or permit to the use of the Services to transmit data that infringes any applicable lawsextent required, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licenceslicenses, consents, and permissions necessary for Xxxxxxxx, its contractors and agents Portnox to perform their its obligations under the this Agreement, including including, without limitation limitation, for the Services;
transmission through the Services of any Customer Data; and (ge) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Portnox from time to time. In particular, the Customer shall promptly install ; and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mf) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Portnox's data centers, Portnox's servers, third party's external servers, cloud or other platform on which the ServicesServices operates (as shall be instructed by Portnox from time to time), and all be solely liable for problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Customer’s Obligations. 7.1 9.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) 9.1.1 provide Xxxxxxxx with:
(i) Trelica with all necessary co-operation in relation to these terms and conditions; andthe Agreement;
(ii) 9.1.2 provide Trelica with all necessary access to such information as may be required by Xxxxxxxx; Trelica in order to provide enable Trelica to discharge its obligations under the Services, including but not limited to Customer Data, security access information and configuration servicesAgreement;
(c) 9.1.3 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use 9.1.4 carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Trelica may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(e) 9.1.5 ensure that the Authorised Users use the Services, the Software any Professional Services and the Documentation in accordance with these terms and conditions the User Terms, as incorporated by reference to this Agreement, and shall be responsible for any Authorised User’s breach of these terms and conditionsthe Agreement;
(f) 9.1.6 obtain and shall maintain all necessary licenceslicenses, consents, and permissions necessary for XxxxxxxxTrelica, its contractors and agents to perform their Trelica’s obligations under the this Agreement, including without limitation the Services and any Professional Services;
(g) 9.1.7 ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Trelica on xxxxx://xxxxx.xxxxxxx.xxx/minimum-requirements as updated from time to time. In particular;
9.1.8 be, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software extent permitted by law and except as otherwise expressly provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placethis Agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.;
7.2 The Customer acknowledges 9.1.9 ensure that Xxxxxxxx shall provide some elements its personnel are adequately trained in the correct use of the Services and any Professional Services and are provided with first line technical support in connection with use of the Services or Professional Services;
9.1.10 provide Trelica, its employees, agents, consultants and subcontractors, with timely access to the Customer’s systems, and personnel, as reasonably required by Trelica to provide the Services or the Professional Services; and
9.1.11 keep a complete and accurate record of the Customer's access of the Software and its users (includingincluding all Authorised Users).
9.2 If the Customer becomes aware of any misuse of the Software, for Services any Third Party Services or the avoidance Documentation, or any security breach in connection with the Agreement that could compromise the security or integrity of doubtthe Software, Services, any Third Party Services or the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particularDocumentation or otherwise adversely affect Trelica, the Customer agrees to:
(a) comply shall, at its expense, immediately notify Trelica and fully co-operate with Trelica to remedy the SIM Card End-User Terms (issue as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (soon as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)reasonably practicable.
Appears in 1 contract
Samples: Master Subscription Agreement
Customer’s Obligations. 7.1
6.1 The Customer shall (and shall procure that its Affiliates, agents, subcontractors, consultants or employees shall:):
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures 6.1.1 co-operate with Xalient and Xalient's Personnel in all matters relating to this Agreement (including providing Xalient with all documents, information, items and materials in any form (whether owned by the Customer or a third party) required by Xalient) in a timely manner;
6.1.2 provide access to and use of the Smart Hubs and/or Customer Equipment, Customer's premises, office accommodation, data and other facilities as reasonably required by Xalient and Xalient's Personnel;
6.1.3 inform Xalient and Xalient's Personnel of all health and safety and security requirements that apply at any of the Customer's premises that Xalient requires access to and take such steps as are reasonable to ensure the health and safety of such personnel when at the Customer's premises;
6.1.4 ensure that any relevant Customer Equipment is in good working order and suitable for the purposes for which it is to be used (including replacing or upgrading such Customer Equipment when reasonably recommended by Xalient);
6.1.5 ensure this Agreement meets its requirements;
6.1.6 obtain and maintain all necessary licences and consents as required to enable Xalient to perform its obligations under this Agreement (including from any third party suppliers, licensors and lessors which are necessary to support or permit the provision of the Products, Software and Services);
6.1.7 comply with all Applicable Laws (including taking responsibility for ensuring that the receipt and use of the Products, Software and Services complies with all Applicable Laws);
6.1.8 not transfer, sell, share, licence or provide the Products, Software or Services to any third party other than a Customer Affiliate without Xalient's (and any relevant third party's) prior written consent;
6.1.9 regularly back up all existing data, software and programs that Xalient has access to or that may be impacted by the delivery of the Products, Software or Services. For clarification, Xalient shall not be held liable for any liability arising out of any computer system backup or failure to provide any computer system backup unless this forms part of the Services as Xxxxxxxx shall notify to set out in the Customer from time to timeSoW;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation 6.1.10 continue to these terms manage, administer and conditions; and
(ii) all necessary access maintain its own suppliers that Xalient is required to such information as may be required by Xxxxxxxx; work with in order to provide the ServicesProducts, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Services and shall procure that such suppliers co-operate with Xalient in accordance a timely, efficient and reasonable manner;
6.1.11 comply with these any additional responsibilities of the Customer as set out in this Agreement (including any relevant SoW); and
6.1.12 if Xalient is required to provide installation services ensure that prior to any installation, Xalient has sufficient rights of access to the relevant site, can reasonably access all necessary power, conduits, surge and lightning protection and associated hardware at the site, and the site is available and in a suitable state for the relevant installation to take place.
6.2 The Customer understands and agrees the Products, Software and Services may be provided to the Customer subject to the relevant terms and conditions of a third party provider (including all end-user licensing agreements and service support agreements) ("Third Party Agreements") and that in such instances, the Customer's use, enjoyment and receipt of such Products, Software and Services will be governed by the Third Party Agreements. Notwithstanding any other provision of this Agreement (including specifically Clause 5.1.4), the Customer will always be required to comply with such Third Party Agreements and may need to enter into a Third Party Agreement directly with the relevant third party before it is able to receive or use any of the Products, Software and Services.
6.3 To the extent required to perform its obligations under a SoW, the Customer acknowledges that Xalient may access the information technology systems of the Customer.
6.4 Without prejudice to any other right or remedy Xalient may have, if Xalient's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees (including a failure to comply with any of its obligations under Clause 6, Clause 8.2 or a SoW) (a "Customer Default") then:
6.4.1 Xalient and Xalient's Personnel shall use reasonable endeavours to mitigate the impact of the Customer Default;
6.4.2 Xalient shall not be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain failure to carry out the relevant obligations and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents be allowed an extension of time to perform their obligations under the Agreement, including without limitation the Services;its obligations; and
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx from time to time. In particular, 6.4.3 the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use reimburse Xalient for all Losses reasonably incurred by Xalient as a result of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internetCustomer Default.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).
Appears in 1 contract
Samples: Master Services Agreement
Customer’s Obligations. 7.1 The Customer shall, and shall ensure that the Customer Network shall (as applicable):
7.1.1 provide Birgli with:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(iib) all necessary access to such information (including the Data); as may be required by Xxxxxxxx; in order Xxxxxx to provide the Services, including but not limited to Customer Data, security access information Tool and configuration servicesServices in accordance with this Agreement;
(c) 7.1.2 be available at the required times to enable Birgli to perform its obligations at the times agreed between the Parties or as otherwise reasonably required by Xxxxxx;
7.1.3 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations and codes of practice with respect to its activities under and in connection with this Agreement, including its supply of the Agreement;
(d) not use or permit the Data and their use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsCustomer Reports;
(e) 7.1.4 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, Birgli may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.5 ensure that the Authorised Users use and access the ServicesTool, the Software Services and the Documentation in accordance with these terms this Agreement, and conditions only for the purposes and shall be responsible for any Authorised User’s breach within the scope of these terms and conditionsthis Agreement;
(f) 7.1.6 obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Customer Network to use and access the Tool, its contractors Services and agents to perform their obligations under the Agreement, including without limitation the ServicesDocumentation;
(g) 7.1.7 ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Birgli from time to time. In particular, including the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements Minimum Operating Environment Requirements; and
7.1.8 to the Software extent permitted by law and except as otherwise expressly provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placethis Agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesBirgli's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the CustomerCustomer Network's or Authorised Users' network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of It is the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and Customer's responsibility to ensure that the Authorised Users Tool and Services as described in this Agreement (provided that they are bound under similar obligations. In particular, properly delivered by Birgli) are sufficient and suitable for its purposes and will meet its and the Customer agrees toNetwork's requirements.
7.3 Birgli shall be responsible only for providing the Tool, Services (including Customer Reports based on the Data) and Documentation as a tool to assist the Customer with background information. The Customer shall be responsible for any decision or implementation by the Customer relating to any Customer Reports, advice, suggestions, evaluations, outputs, results and recommendations proposed in the provision of the Services or through use of or access to the Tool.
7.4 It is the Customer's responsibility to ensure that:
(a) comply with 7.4.1 any decision or implementation made by the SIM Card End-User Terms (as Customer or the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to Customer Network is made in the Customer);
(b) comply with 's and the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)Customer Network's best interests; and
(c) indemnify Xxxxxxxx against all 7.4.2 the process of making such additional fees, costs decision or implementation is made in compliance with the relevant risk and charges as Xxxxxxxx may incur from a relevant third party by reason general business strategy of the Customer’s termination Customer and the Customer Network; and the Customer bears sole responsibility and Liability for the consequences of any such decision or implementation.
7.5 Birgli shall not be responsible or have any Liability for any failure to provide the Tool or Services to the extent caused by:
7.5.1 the Customer Network's failure to comply with any of its obligations under this Clause 7; or
7.5.2 the Customer Network's failure to properly ensure the provision of the Agreement relevant Data or early cancellation of a SIM Card (includingfully and lawfully procure that it has in place the rights and licence to use all hardware, for communications links, equipment and software necessary to enable Birgli to provide the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Services in accordance with this Agreement.
Appears in 1 contract
Samples: Saas Terms and Conditions
Customer’s Obligations. 7.1 9.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) : provide Xxxxxxxx iplicit with:
(i) all necessary co-operation in relation to these terms its use of the Services and conditionsits rights and obligations under this agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxiplicit; in order to enable iplicit to provide or monitor the use of the Services, including but not limited to Customer Data, security access information and configuration services;
; pay the Subscription Fees (cmonthly, in advance) and any excess storage fees (in the month they are incurred) by direct debit and also any additional fees relating to training, consultancy and Implementation Services as per any signed Order Form or as mutually agreed; comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) this agreement; carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner; ensure that the Authorised Users use the Services, the Software and the Documentation Services in accordance with these the terms and conditions of this agreement and shall be solely responsible for any Authorised User’s breach of these terms this agreement; ensure that Authorised Users are properly trained and conditions;
sufficiently competent to a level that is appropriate to their usage of the Services; ensure that, if using the optional desktop iplicit App (f) which is an optional alternative method of accessing the iplicit cloud application and data to using the more commonly used browser applications), the latest version of iplicit’s locally installed software applications that has been made available to them is installed on all computers used to access the Services; obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxiplicit, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) ; ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx iplicit from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, iplicit’s data centres; and be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements 9.2 In the event of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of any failure or delays in the Customer’s termination compliance with its obligations under this agreement, iplicit may adjust any agreed timetable, delivery schedule or amounts payable and/or may suspend the Customer’s rights to access the Services as reasonably necessary to procure compliance by the Customer of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)its obligations.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 11.1 The Customer shall:
(a) comply 11.1.1 provide DTS with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) 11.1.1.1 all necessary co-operation in relation to these terms this agreement and conditionsthe Support which in connection with the latter may include changing, installing or reinstalling new or existing versions of web browser software or new components, or modifying processes; and
(ii) 11.1.1.2 all necessary access to such information as may be required by XxxxxxxxDTS; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) 11.1.2 comply with all applicable laws and regulations with respect to its activities under the Agreementthis agreement;
(d) not use 11.1.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, DTS may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(e) 11.1.4 ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these terms and conditions Terms and shall be responsible for any Authorised User’s 's breach of these terms and conditionsthis agreement;
(f) 11.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxDTS, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) 11.1.6 ensure that the Supported Environment, including its network and systems comply with the relevant specifications provided by Xxxxxxxx DTS from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) 11.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesDTS's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
11.1.8 following industry standard procedures for the security of data, accuracy of input and output, and back-up plans, including restart and recovery in the event of hardware or software error or malfunction; and
11.1.9 maintaining a procedure external to the Software for reconstruction of lost or altered files, data and programs.
7.2 11.2 The Customer acknowledges that Xxxxxxxx shall provide some elements DTS with any and all safe and unencumbered access to, movement around and egress from the Supported Environment, whether physical or remote. Such access and assistance may include:
11.2.1 carrying out determination activities such as performing network traces, capturing error messages, collecting configuration information and other similar activities to allow DTS to reproduce an Error; and
11.2.2 resolution activities such as granting access to the Customer’s personnel.
11.3 In order to ensure the smooth use and operation of the Services (including, for Software and mitigate the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees need to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particularobtain Support, the Customer agrees to:
(a) comply with that it shall have any and all Authorised Users complete basic training on the SIM Card EndSoftware, Documentation and Supported Environment using the self-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)paced courses available.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Ramboll with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxRamboll; in order to provide the ServicesSoftware, including but not limited to Customer Data, security access information and configuration services;
(cb) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(dc) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties,Ramboll may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonablynecessary;
(ed) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach User'sbreach of these terms and conditionsthis Agreement;
(fe) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxRamboll, its contractors and agents to perform their obligations under the Agreement, including without limitation the Servicesthis Agreement that are otherwise not already held by Ramboll;
(gf) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx Ramboll from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(hg) comply with such reasonable instructions that may be given be, to it the extent permitted by Xxxxxxxx which are necessary for reasons of:
(i) health law and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeexcept as otherwise expressly provided in this Agreement, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for procuring, maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining securing its network connections and telecommunications links from its systems to the ServicesRamboll's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(bh) comply with designate in writing no more than two (2) individuals who shall have the Cloud Service End-User Terms sole authority to serve as points of contact between the Customer and Ramboll;
(as the same may i) be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice responsible for purchasing, obtaining, managing, and maintaining access to the Customer)bandwidth and internet connectivity for all of its Authorised Users to access the Software as contemplated hereunder;
(k) be responsible for its actions, products, and services, and the content posted on or transmitted through the Software; and
(cl) indemnify Xxxxxxxx against all such additional feestraining the Authorised Users on proper use of the Software and treatment of Customer Data. The Customer is further responsible for providing or obtaining the hardware at its location with which to access the Software, costs as contemplated hereunder. The Customer assumes full responsibility for the proper operations of any of its hardware and charges software, and under no circumstances shall Ramboll be responsible for any failures of the Customer owned and/or operated hardware/software. Ramboll shall not be responsible for, and may charge its then- current hourly rates for, services required as Xxxxxxxx may incur from a relevant third party by reason result of the Customer’s termination acts or omissions, modifications to or misuse of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Software.
Appears in 1 contract
Samples: Service Agreement
Customer’s Obligations. 7.1 8.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(cb) comply with all applicable laws and regulations with respect to its activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the Agreementevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of these terms this agreement;
(e) be solely responsible for the protection of usernames and conditionspasswords provide to Authorised Users;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.;
7.2 The Customer acknowledges (i) ensure that Xxxxxxxx shall provide some elements Authorised Users logout of the Services when the Services are not being used in order to ensure candidate data is kept safe, secure and confidential;
(including, for j) provide the avoidance Supplier with details of doubt, any prime contractor or lead provider to which Customer Data can be returned in the provision event of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees Data not being able to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice returned to the Customer);
(bk) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice within 2 weeks of execution of this agreement, nominate and provide details to the CustomerSupplier of three (3) individuals who are either members of staff or Directors of the Customer who are authorised by the Customer to request and receive back-ups of Customer Data from the Supplier (Nominated Individuals); and
(cl) indemnify Xxxxxxxx against be solely responsible for generating and exporting all reports from the Services and solely responsible for keeping such additional fees, costs reports and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)candidate data safe and confidential at all times.
Appears in 1 contract
Samples: Software as a Service Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) Pay the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to timeSubscription Fees;
(b) provide Xxxxxxxx FilesThruTheAir™ with:
(i) all necessary co-operation in relation to these terms and conditionsthis Agreement; and
(ii) all necessary access to such information as may be required by XxxxxxxxFilesThruTheAir™; in order to provide the ServicesService, including but not limited to Customer Data, security access information and configuration servicesService;
(c) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(d) not use carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, FilesThruTheAir™ may adjust any agreed timetable or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsdelivery schedule as reasonably necessary;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation Service in accordance with these terms and conditions the of this Agreement and shall be responsible for any Authorised User’s breach of these terms and conditionsthis Agreement;
(f) ensure that all email addresses and/or mobile telephone numbers required for the operation of the Service are kept up to date and current;
(g) obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxFilesThruTheAir™, its contractors and agents to perform their obligations under the this Agreement, including without limitation the ServicesService;
(gh) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx FilesThruTheAir™ from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mi) be solely responsible for procuring and maintaining its own network connections and telecommunications links from its systems to the ServicesFilesThruTheAir™ Cloud, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of In relation to the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particularAccount Type, the Customer agrees toundertakes that:
(a) comply with the SIM Card End-User Terms (as maximum number of sensors that it utilises within any particular Account Type shall not exceed the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer)maximum of permitted within such Account Type;
(b) comply with each Authorised User shall keep a secure password for its use of the Cloud Service End-and that each Authorised User Terms shall keep its password confidential.
7.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:
(as a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive or which might otherwise threaten or compromise the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to security of the Customer); andFilesThruTheAir™ Cloud;
(b) facilitates illegal activity;
(c) indemnify Xxxxxxxx against all such additional feesdepicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, costs gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property; and charges as Xxxxxxxx may incur from a relevant third party by reason of FilesThruTheAir™ reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s termination access to any material that breaches the provisions of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)this clause.
Appears in 1 contract
Samples: End User License Agreement
Customer’s Obligations. 7.1 The 4.1. Without prejudice to the other obligations provided for in this Agreement, the Customer shall:
(a) comply with:4.1.1. make the payments due under this Agreement in a timely manner, in accordance with the provisions of clause 3 and Appendix 1;
(i) 4.1.2. inform VTEX about any changes to your registration data. The absence of communication will result in VTEX validly using the terms data initially provided;
4.1.3. manage the operation of the Connection Procedures when connecting Authorised Users Services provided by VTEX for e-commerce solutions (“VTEX Platform”) and manage the launch and maintenance of the Customer’s online store through the administrative module provided by VTEX, provide support to the ServicesCustomer’s representatives, website developers, administrators and / or by any person who may have access to the VTEX Platform and any other service, as well as being liable, with exclusivity, for their acts;
(ii) such other reasonable procedures relating to the 4.1.4. only use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
in compliance with VTEX’s standard published policies (bxxxxx://xxxxxxxxxx.xxxx.xxx) provide Xxxxxxxx with:
(i) all necessary co-operation then in relation to these terms effect and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws and regulations regulations. Customer hereby agrees to indemnify and hold harmless VTEX against any damages, losses, liabilities, settlements and expenses (including without limitation costs and legal fees) in connection with respect to its activities under any claim or action that arises from an alleged violation of the Agreement;foregoing or otherwise from Customer’s use of Services.
4.1.5. only use the VTEX Platform Application Programming Interface (d“APIs”) not use or permit for the purpose of generating requests for registration in the VTEX Platform's Order Management System (“OMS”), the use of APIs for integration with other systems that generate orders outside the Services to transmit data that infringes any applicable lawsOMS of the VTEX Platform being prohibited, regulations or third party rights;
(e) ensure that the Authorised Users use the Servicessuch as, but not limited to, the Software and use of APIs by systems that integrate the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under the Agreement, including without limitation the Services;
(g) ensure that its network and systems comply marketplace with the relevant specifications provided by Xxxxxxxx from time to time. In particular, Enterprise Resource Planning (“ERP”) not registering the Customer shall promptly install orders on the VTEX Platform and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation / or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third partiesnon-approved systems. The Customer shall not use the APIs for any other purpose.
4.1.6. Customer hereby understands and agrees to that it shall be bound by such terms solely and to ensure that exclusively responsible for its use and operation of the Authorised Users are bound under similar obligations. In particularVTEX Platform, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice including, without limitation, for any and all customizations, features and / or functionalities it adds to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may VTEX Platform. Customer further agrees that VTEX shall not be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice liable for any breaches to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx SLA caused due to the relevant third party)implementation and operation of such functionalities, features and / or customizations, unless they were previously agreed by VTEX in writing.
4.1.7. Customer hereby declares that it shall not integrate VTEX Platform via API with partners who do not provide VTEX certified APPs.
Appears in 1 contract
Samples: Master Services Agreement
Customer’s Obligations. 7.1 The 10.1. Customer warrants that it shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting ensure that all Authorised Users are directed to, and have read and understood the Privacy Policy before granting access to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs Platform and/or the Services as Xxxxxxxx shall notify to the Customer from time to timeLicensed Materials;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws laws, regulations and regulations binding codes of practice with respect to its activities under the and in connection with this Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rights;
(e) ensure that the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditions;
(fc) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxx, its contractors and agents to perform their obligations under it to:
(i) use the Agreement, including without limitation the ServicesThird-Party Platforms;
(gii) provide and/or make available the Customer Materials (including the Customer Personal Data) under this Agreement; and
(iii) connect its computing environment to the Platform or download the software onto its computing environment.
(d) ensure that its network and systems comply with the relevant specifications necessary to access the Platform provided by Xxxxxxxx Exalens from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(he) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable placeunless otherwise agreed in writing, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Exalens’ data centres (where applicable and required for correct functioning and use of the ServicesOffering), and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet;
(f) be liable for the cost of any changes that may be required to the Offering due to the Customer making a material change in their system requirements for the Platform, for example in changes to their network, the number of devices and number of device data sources being monitored by the Platform;
(g) in using the Offering or authorising third parties to use it on Customer’s behalf, Customer will be responsible for establishing, implementing, and monitoring security practices to control and safeguard the physical access to and use of the Offering and Customer Data therein;
(h) own all rights, titles, and interests in and to the Customer Data on the Platform and the contents of any Incident Alert and Endpoint Alert. In respect of any Customer Data stored on the Platform, Customer grants Exalens a limited and non-exclusive license to access and use the Customer Data only to the extent necessary for Exalens to perform Services agreed between both Parties. Customer acknowledges and agrees that Exalens may utilise the details of any Incidents, Process and Endpoint Alert analysis on the Platform that are generated as a result of Customer Data stored on the Platform to develop and improve Exalens’ technology, excluding and Customer Confidential Information and/or Personal Data.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements of the Services (including, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(ai) comply with all Customer responsibilities (if any) that are set out in the SIM Card End-User Terms Support Services provided by Exalens and described in Appendix 2.
10.2. Exalens or Exalens’ representatives (bound by appropriate obligations of confidentiality) shall have the right to audit and inspect the Customer’ premises (excluding the premises of third parties) to ascertain compliance with the licensing conditions set out in this Agreement, provided such an audit is carried out:
10.3. during the Customer’s normal business hours and upon not less than seven (7) Business Days’ notice;
10.4. not more than once in each Contract Year (as defined in the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice Order Form);
10.5. in a manner that causes minimal disruption to the Customer);
(b) comply with ’s business and excludes from its scope any internal pricing information, information relating to other customers of the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of Customer or the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party).own internal reports; and
Appears in 1 contract
Samples: General Terms and Conditions
Customer’s Obligations. 7.1 4.1. The Customer shall:
(a) comply with:
(i) the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary 4.1.1. co-operation operate with OURCLOUD in relation to these terms this Agreement and conditions; and
(ii) give all necessary access to such information and equipment as may be required by Xxxxxxxx; OURCLOUD in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;configuration.
(c) 4.1.2. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner.
4.1.3. comply with all applicable laws and regulations with instructions given by OURCLOUD in respect to its activities under the Agreement;
(d) not use or permit of the use of the Services, Software and Equipment including, without limitation, any instructions reasonably limiting or restricting use of the Services or Equipment so as not to transmit data that infringes interfere with the reasonable expectations of other persons using the Network or any applicable laws, regulations or third third-party rights;network.
(e) 4.1.4. ensure that the Authorised Permitted Users use the Services, the Software and the Documentation Network Service in accordance with these the terms and conditions of this Agreement and shall be responsible for any Authorised Permitted User’s breach of these terms and conditions;this Agreement.
(f) 4.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for XxxxxxxxOURCLOUD, its contractors and agents to perform their obligations under the this Agreement, including without limitation the Services;, to the extent that these are not provided by OURCLOUD.
(g) 4.1.6. ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx OURCLOUD from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(m) be solely responsible for procuring 4.1.7. unless stipulated otherwise by OURCLOUD, procure, and maintaining maintain its network connections and telecommunications links from its systems to the Services, and OURCLOUD’s data centres; and
4.2. The Customer shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's ’s network connections or telecommunications links or caused by the internetInternet.
7.2 4.3. The Customer acknowledges shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Network Service and, in the event of any such unauthorised access or use, shall promptly notify OURCLOUD.
4.4. The Customer shall use, and shall procure that Xxxxxxxx shall provide some elements of its Permitted Users use, the Services (includingNetwork Service only in the manner contemplated in this Agreement and otherwise in accordance with the OURCLOUD’s reasonable instructions, and that it is not used for the avoidance of doubt, any unlawful purpose or in a manner which interferes with the provision of SIM Cards) under standard terms provided by relevant services to third parties.
4.5. The Customer agrees to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason shall notify OURCLOUD immediately on becoming aware of any unauthorised use of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Software.
Appears in 1 contract
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
(i) provide the terms of the Connection Procedures when connecting Authorised Users to the Services;
(ii) such other reasonable procedures relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx Supplier with:
(i) all necessary co-operation in relation to these terms and conditionsthis agreement; and
(ii) all necessary access to such information as may be required by Xxxxxxxxthe Supplier; in order to provide render the Services, including but not limited to Customer Data, security access information and configuration servicesassistance with the Implementation Services;
(b) provide such personnel assistance, including the Customer Account Team and other Customer personnel, as may be reasonably requested by the Supplier from time to time. The Supplier Account Team shall consist of the personnel listed in Schedule 2. The Supplier shall use reasonable endeavours to ensure continuity of its personnel assigned to this agreement;
(c) appoint the Customer's Project Manager, who shall have the authority to contractually bind the Customer on all matters relating to this agreement. The Customer shall use reasonable endeavours to ensure continuity of the Customer's Project Manager;
(d) comply with all applicable laws and regulations with respect to its activities under the Agreement;
(d) not use or permit the use of the Services to transmit data that infringes any applicable laws, regulations or third party rightsthis agreement;
(e) ensure that carry out all other Customer responsibilities set out in this agreement or in any of the Authorised Users use Schedules in a timely and efficient manner. In the Servicesevent of any delays in the Customer's provision of such assistance as agreed by the parties, the Software and the Documentation Supplier may adjust any timetable or delivery schedule set out in accordance with these terms and conditions this agreement as reasonably necessary and shall be responsible for not incur any Authorised User’s breach of these terms and conditionspenalties or liability due to such delays;
(f) obtain and shall maintain all necessary licences, consents, and permissions necessary for Xxxxxxxxthe Supplier, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(g) ensure that its network and systems comply with the relevant specifications provided by Xxxxxxxx the Supplier from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mh) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesSupplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx (i) agrees not to approach or hire the Supplier’s personnel to work for them in any capacity during the terms of the agreement for a period of one year after the termination or expiry of the agreement except with the express written permission of a Director of the Supplier.
(j) shall provide some elements of suitably qualified user personnel to operate the Services (includingServices. Should the Customer change the personnel designated to run the system, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees to be bound by such terms and they are responsible to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)suitable training is given.
Appears in 1 contract
Samples: Portal Operation & Hosting Agreement
Customer’s Obligations. 7.1 The Customer shall:
(a) comply with:
provide Maxinity with all timely co-operation, information, access (i) including to security access, Customer personnel assistance, access to premises, office accommodation and other facilities), data, systems, Customer Data and documentation requested for the terms provision of the Connection Procedures when connecting Authorised Users to the Services;
Services and ensure that such information is accurate in all material respects; and, (ii) such other reasonable procedures appoint a customer representative who shall have the authority to contractually bind the Customer on matters relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(biii) provide Xxxxxxxx with:
(i) all necessary be responsible for procuring any third party co-operation in relation to these terms reasonably required for the provision of the Services and conditionsbe responsible (at its own cost) for preparing the relevant premises and the Customer Operating Environment for the provision of Services; and
, (ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(civ) comply with all applicable laws and regulations with respect to its activities under the this Agreement;
(db) not use carry out all other Customer responsibilities set out in this agreement (Service Order Form or permit Statement of Work) in a timely and efficient manner. In the use event of any delays in the Services to transmit data that infringes Customer's provision of such assistance as agreed by the parties, Maxinity may adjust any applicable laws, regulations agreed timetable or third party rightsdelivery schedule as reasonably necessary;
(ec) ensure that the Authorised End Users use the Services, the Software Services and the Documentation in accordance with these the terms and conditions of this agreement and shall be responsible for any Authorised End User’s breach of these terms and conditionsthis agreement;
(fd) only allow End Users who have been issued with a username and password to access the Services and undertakes to take all necessary steps to prevent access to the Services by any person except End Users;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary (including but not limited to licenses for Xxxxxxxxthird party software) for Maxinity, its contractors and agents to perform their obligations under the Agreementthis agreement, including without limitation the Services;
(gf) ensure that its network Customer Operating Environment (and systems comply be responsible for ensuring that any End Users system) complies with the relevant minimum specifications provided by Xxxxxxxx Maxinity from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements to the Software provided to it under the Agreement and acknowledges that any failure to do so could lead to security risks in its use of the Services;
(h) comply with such reasonable instructions that may be given to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulations;
(i) take reasonable steps to ensure that any end users agree to allow the installation and use of equipment required for the receipt of the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if any;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing with the latest commercially available virus detection software) to ensure that any software used with or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;
(k) report faults or requests for support only to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected to the Services; and
(mg) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the ServicesMaxinity’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements (h) Use reasonable security precautions in connection with its use of the Services (including, The Customer is responsible for taking all reasonable steps to mitigate the avoidance of doubt, risks inherent in the provision and receipt of SIM Cards) under standard terms provided by relevant third partiesthe Services, including data loss. The Customer agrees will take all reasonable and usual precautions to be bound by such terms safeguard the Customer Operating Environment, including taking regular and useable backups to ensure that against data loss, operating firewalls and virus checks and implementing effective and appropriate data security in respect to the Authorised Users are bound under similar obligationsprovision and receipt of Services. Maxinity does not promise to back up Customer Data except to the extent detailed in the Service Order Form and Maxinity does not promise to retain any data backup(s) for longer than the agreed data retention period as set out in the Service Order Form. In particularall events, the Customer agrees to:releases Maxinity from liability for loss of data to the extent that the data has changed since the time that Maxinity were last required by the Maxinity Back Up Policy to perform a backup.
(ai) comply with The Customer shall have sole responsibility for the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional feeslegality, costs reliability, integrity, accuracy and charges as Xxxxxxxx may incur from a relevant third party by reason quality of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)Customer Data and Customer Materials.
Appears in 1 contract
Samples: Master Services Agreement
Customer’s Obligations. 7.1 4.1 The Customer shall:
(a) comply with:
(i) co-operate with the terms of the Connection Procedures when connecting Authorised Users College in all matters relating to the Services;
(iib) such other reasonable procedures appoint an individual to act as the Customer's Manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the use of the Smart Hubs and/or the Services as Xxxxxxxx shall notify to the Customer from time to time;
(b) provide Xxxxxxxx with:
(i) all necessary co-operation in relation to these terms and conditions; and
(ii) all necessary access to such information as may be required by Xxxxxxxx; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(c) comply with all applicable laws provide to the College, its agents, subcontractors, consultants and regulations with respect employees in a timely manner and at no charge, access to its activities under the AgreementCustomer's premises, office accommodation, data and other facilities as reasonably required by the College or any of them;
(d) not use or permit provide, in a timely manner, such In-put Material and other information as the use of the Services to transmit data College may reasonably require, and ensure that infringes any applicable laws, regulations or third party rightsall such material is accurate in all material respects;
(e) have the full capacity and authority and all necessary consents (including, but not limited to, where its procedures so require, the consent of its parent organisation) to enter into and perform this Agreement and shall ensure that this Agreement is executed by a duly Authorised Signatory of the Authorised Users use the Services, the Software and the Documentation in accordance with these terms and conditions and shall be responsible for any Authorised User’s breach of these terms and conditionsCustomer;
(f) obtain be responsible (at its own cost) for preparing and shall maintain maintaining the relevant premises used for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any such premises in accordance with all necessary licencesapplicable laws, consentsbefore and during the supply of the Services at those premises, and permissions necessary for Xxxxxxxx, its contractors informing the College of all of the Customer's obligations and agents to perform their obligations actions under the Agreement, including without limitation the Servicesthis clause 4.1(f);
(g) ensure that its network and systems comply with inform the relevant specifications provided by Xxxxxxxx from time to time. In particular, the Customer shall promptly install and implement any updates, upgrades, modifications and enhancements College ten Business Days prior to the Software provided to it under the Agreement commencement of Services of all health and acknowledges safety rules and regulations and any other reasonable security requirements that apply at any failure to do so could lead to security risks in its use of the ServicesCustomer's premises;
(h) comply with ensure that all Customer's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements or if applicable, such reasonable instructions that standards or requirements as may be given applicable in the jurisdiction where the Services are to it by Xxxxxxxx which are necessary for reasons of:
(i) health and safety;
(ii) quality of the Services;
(iii) an emergency; or
(iv) ensuring compliance by Xxxxxxxx and/or the SIM Card Provider with relevant and applicable EU and/or UK legislation or regulationsbe provided;
(i) take reasonable steps obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to ensure that any end users agree to allow the Services, the installation and of the College's Equipment, the use of equipment required for In- put Material and the receipt use of the Customer's Equipment in relation to the College's Equipment, in all cases before the date on which the Services at their site(s) and prepare and provide a suitable place, conditions and connection points required for such equipment and electricity at such site(s) in accordance with Xxxxxxxx’x reasonable instructions, if anyare to start;
(j) follow any reasonable instructions given to it by Xxxxxxxx (including testing keep, maintain and insure the College's Equipment in good condition and shall not dispose of or use the College's Equipment other than in accordance with the latest commercially available virus detection software) to ensure that any software used with College's written instructions or in connection with the Services is not infected by any or any other types of disruptive, destructive or nuisance programs;authorisation; and
(k) report faults any other relevant obligations as may be set out in Section 4.
4.2 If the College's performance of its obligations under this Agreement is prevented or requests delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the College shall not be liable for support only any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
4.3 The Customer shall be liable to Xxxxxxxx’x support team at the number or email address provided from time to time for such purpose, providing such information as Xxxxxxxx shall reasonably require to assist it in remedying such faults or providing support in accordance with these terms and conditions;
(l) be solely responsible for maintaining the security of any equipment connected pay to the Services; and
College, on demand, all reasonable costs, charges or losses sustained or incurred by the College (m) be solely responsible for procuring including any direct, indirect or consequential losses, loss of profit and maintaining its network connections and telecommunications links from its systems to the Servicesloss of reputation, and all problems, conditions, delays, delivery failures and all other loss or damage to property and those arising from injury to or relating death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer's network connections fraud, negligence, failure to perform or telecommunications links or caused by delay in the internet.
7.2 The Customer acknowledges that Xxxxxxxx shall provide some elements performance of any of its obligations under this Agreement, subject to the Services (includingCollege confirming such costs, for the avoidance of doubt, the provision of SIM Cards) under standard terms provided by relevant third parties. The Customer agrees charges and losses to be bound by such terms and to ensure that the Authorised Users are bound under similar obligations. In particular, the Customer agrees to:
(a) comply with the SIM Card End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer);
(b) comply with the Cloud Service End-User Terms (as the same may be amended from time to time by Xxxxxxxx giving no less than 30 days’ notice to the Customer); and
(c) indemnify Xxxxxxxx against all such additional fees, costs and charges as Xxxxxxxx may incur from a relevant third party by reason of the Customer’s termination of the Agreement or early cancellation of a SIM Card (including, for the avoidance of doubt, any cancellation charges or compensation payable by Xxxxxxxx to the relevant third party)in writing.
Appears in 1 contract
Samples: Services Agreement
