SERVICES & DELIVERABLES Seller agrees to perform the services ("Services") and/or provide the goods ("Goods", which term shall include goods provided as part of any Services), described in any PO, in accordance with the applicable PO and with this Agreement. Acceptance of a PO and this Agreement shall occur (i) within five (5) days of receipt by the Seller; or, (ii) upon shipment of Goods; or, (iii) upon commencement of a Service, (whichever is the earlier). Seller shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable PO, whether Seller acknowledges or otherwise signs this Agreement or the PO, unless Seller objects to such terms in writing within five (5) days of receiving the Agreement and/or the PO, prior to shipping Goods or prior to commencing Services. This writing does not constitute a firm offer and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by a writing signed by an authorized Apple representative and specifically stated to be an amendment of this Agreement. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Seller which are inconsistent with the terms and conditions of this Agreement, are hereby rejected. To the extent that this Agreement might be treated as an acceptance of Seller's prior offer, such acceptance is expressly made on condition of assent by Seller to the terms hereof and shipment of the Goods or beginning performance of any Services by Seller shall constitute such acceptance. Apple hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to shipment of the Goods or prior to commencement of any Services. Apple shall not be subject to any charges or other fees as a result of such cancellation.
Deliverables Upon satisfactory completion of the work authorization, the Engineer shall submit the deliverables as specified in the executed work authorization to the State for review and acceptance.
Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives.
C.1. <Title> Deliverable 1
Hosting Services NCR Voyix shall furnish facilities, equipment, computer programs and services, as specified from time to time by NCR Voyix, that NCR Voyix deems necessary for operation and maintenance of the System (collectively, the “Hosting Services”).
Hosted Services 4.1 The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on, or promptly following, the Effective Date.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, agents, suppliers and subcontractors of the Customer
(b) the Hosted Services are based on the agreed number of suppliers to be managed, communicated from time to time, and not by individual user accounts
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non- excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services;
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties;
(d) the Customer must not make any alteration to the Platform, except as permitted by the Documentation.
4.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
4.6 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with Schedule 2 (Acceptable Use Policy).
4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
Support Services Rehabilitation, counselling and EAP’s. Support is strictly non- punitive, and can be accessed at anytime (self-identification of the need for help is strongly encouraged).
The Services The HSP agrees to provide the Services on the terms and conditions of this PFA including all of its Appendices and schedules.
