Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees. 2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose. 2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s data; and/or (b) the occurrence of a Suspension Event. 2.4 The Supplier reserves the right at its sole discretion to suspend Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in or problems with the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or the occurrence of an Event of Force Majeure. 2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply).
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Hosted Services. 2.1 From 4.1 The Provider shall ensure that the Target GoPlatform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 The Provider hereby grants to the Customer a worldwide, non-Live Date exclusive licence to use the Supplier shall provide Hosted Services substantially by means of a Supported Web Browser for the internal business purposes of the Customer, in accordance with the SLA with reasonable skill and care in accordance with good industry practice, Documentation during the Term.
4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.following limitations:
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for may only be used by the Licensing Purpose officers, employees, agents and subcontractors of the Customer. For the purposes of subscription pricing, agents and subcontractors may at all times in compliance with the Law, subject to sole discretion of the licensing parameters set out Provider be included in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption calculation of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s data; and/or size of company subscribing.;
(b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend Hosted Services may only be used by the named users identified in the event set-up stages of (each of which shall be the hosted services, providing that the Customer may change, add or remove a “Suspension Event”): designated named user in accordance with the procedure set out therein; and
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) scheduled maintenance the Customer must not sub-license its right to access and use the Hosted Services without prior written agreement from the Provider;
(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 without prior written agreement from the Provider. The Hosted Services are designed as a self-assessment tool purchased directly by the Customer, and not as a tool to prospect for which business by a third party without the Supplier shall give express written agreement of the Provider. Such authorisation is subject to separately-agreed commercial terms determined on a case-by-case basis. Where the Hosted Services have been used to obtain related consulting work without express prior written permission from the Provider, all commercial revenue generated and reasonable expense of recovery are forfeit to the Client as much notice as is reasonably practicable in Provider.
(d) the circumstances)Customer must not republish or redistribute any non-public (accessible with subscription) content or material from the Hosted Services; and
(e) the Customer must not make any alteration to the Platform, except with prior written agreement from the Provider.
4.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to 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 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 material fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's or their employees or agents’ computer systems or networks;
(d) any breach by the Client of the terms Customer of this Contract Agreement; or
(including a failure to pay the Fees in accordance with Clause 6); (ce) where ongoing use by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services scheduled maintenance or degrading performance, whether due to failures in or problems with the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier to provide Hosted Services Updates carried out in accordance with this ContractAgreement.
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 Supplier willCustomer has no right to access the software code including object code, at its expenseintermediate code and source code of the Platform, use all reasonable commercial efforts to correct any such failure(s) promptly (which either during or after the Term, without prior written agreement from the Provider.
4.12 The Provider may include suspend the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision 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 corrective services in accordance with its intention to suspend the Hosted Services on this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply)basis.
Appears in 1 contract
Samples: Terms and Conditions
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-exclusive non- transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order FormOrder; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 65); (c) where ongoing use by the Client of Hosted Services hasServices, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in performance (or problems with actually has damaged or degraded the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall applysame).;
Appears in 1 contract
Samples: Contract
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.free.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-exclusive non- transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order FormOrder; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 65); (c) where ongoing use by the Client of Hosted Services hasServices, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in performance (or problems with actually has damaged or degraded the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or same); (d) the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply).apply).
Appears in 1 contract
Samples: Contract
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practicecare, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.free.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable limited licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order FormOrder; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 65); (c) where ongoing use by the Client of Hosted Services hasServices, in the Supplier’s reasonable opinion, has the prospect of damaging Hosted Services or degrading performance, whether due to failures in performance (or problems with actually has damaged or degraded the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or same); (d) the occurrence of an Event of Force MajeureMajeure (e) any failure of Client Infrastructure which impacts the Hosted Services.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 11 shall apply)apply).
2.6 Client’s permitted users shall include only employees and directors of the Client and of any Client Entities expressly identified in the ‘Licensing Parameters’ section of the Order Form. The Client shall be responsible to the Supplier in relation to any use of the Software and/or Hosted Services by Client Entities and shall notify the use restrictions under this Contract to each relevant permitted user and ensure that all such users comply with the terms of this Contract. Every permitted user (whether associated with the Client or the Client Entitles) counts towards the numerical restrictions on users described in the ‘Licensing Parameters’ section of the Order Form.
Appears in 1 contract
Samples: Contract
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide An order for Hosted Services substantially must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order.
2.2 A Sales Order shall only be effective and binding when signed by both the parties.
2.3 Subject to Clause 2.4 and Clause 6.3, the Term shall renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in accordance with writing.
2.4 Where the SLA with reasonable skill Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and care in accordance with good industry practice, subject confirmation.
2.5 [deleted]
2.6 Subject to the terms of and conditions set forth in this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this ContractAgreement, the Supplier Provider grants to the Client a limited, non- exclusive exclusive, non-transferable licence transferable, non-sub licensable, revocable, Term-limited license solely for access by means of a Supported Web Browser for identity and document verification of the duration of Client’s customers in accordance with the Documentation during the Term.
2.7 Except to the extent expressly permitted in this Contract to: Agreement, the limited license granted by the Provider to the Client herein is subject to the following prohibitions:
(a) permit the Client must not sub-license its authorised users right to access or use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and Services;
(b) the Client must not permit any unauthorized person to access or use the Materials and Deliverables for Hosted Services;
(c) the Licensing PurposeClient must not republish or redistribute any content or material from the Hosted Services; and
(d) the Client must not make or attempt to make any alteration to the Platform.
2.3 2.8 The Supplier Client shall use reasonable security measures to ensure that no unauthorized person may gain access to the Hosted Services.
2.9 The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services.
2.10 The Client acknowledges that the Provider shall not be responsible for any failure data communicated to provide or transmitted to the Hosted Services. The Client shall use the Hosted Services as a result exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of a failure by these Terms and Conditions from time to time.
2.11 All Intellectual Property Rights in the Hosted Services and the Documentation belong to, and shall remain vested in, the Provider, and the Client to comply with its responsibilities under this Contract and: (a) errors shall have no rights in or corruption of to the Client InfrastructureSoftware, Connectivity Infrastructurethe Documentation, and/or or the Client’s data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves Services other than the right at its sole discretion to suspend Hosted Services use them in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of accordance with the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by agreement. This Agreement does not grant the Client any rights to, or in, whether registered or unregistered, any patents, copyright, database right, trade secrets, trade names, trademark, or any other rights or licences in respect of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performancethe Documentation. The Client agrees that it will not (a) modify, whether due to failures in or problems with the Client Infrastructurecopy, failures in or problems with the Connectivity Infrastructuredecompile, disassemble, or the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier reverse engineer, or cause any other party to provide Hosted Services in accordance with this Contractmodify, the Supplier willcopy, at its expensedecompile, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplierdisassemble, or reverse engineer Provider’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply).software, technology, and/or other services;
Appears in 1 contract
Samples: Terms and Conditions
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA Schedule 1 with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) to permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing PurposeOrder.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 64); (c) where ongoing use by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in performance (or problems with actually has damaged or degraded the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or same); (d) the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLASchedule 1. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 10 shall apply).
Appears in 1 contract
Samples: Contract
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 2.3 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted Services hasServices, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in performance (or problems with actually has damaged or degraded the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or same); (d) the occurrence of an Event of Force Majeure.
2.5 2.4 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 2.4 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 2.4 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 2.4 (for which the provisions of Clause 12 shall apply).
Appears in 1 contract
Samples: Contract
Hosted Services. 2.1 From 4.1 The Provider shall create an Account for the Target Go-Live Date the Supplier Customer and shall provide Hosted Services substantially in accordance with to the SLA with reasonable skill and care in accordance with good industry practice, subject Customer User login details for that Account promptly following the Effective Date. Subject to the terms of this Contract and Agreement, Customer may create additional Users within the Account provided that Customer shall be responsible for the Supplier does not warrant management of such User IDs and shall ensure that any Users adhere to the Client’s terms of this Agreement.
4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use of the Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet by means of a Supported Web Browser for the timescales specified internal business purposes of the Customer in accordance with the SLA. Resolution times are targets rather than guaranteesDocumentation during the Term.
2.2 Subject 4.3 The licence granted by the Provider to the Client complying at all times Customer under Clause 4.2 is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, customers, agents and subcontractors of the Customer.
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 make any alteration to the Platform, except as permitted by the Documentation; and
(d) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider. Notwithstanding clause (a) above, Customer may with the prior written consent of the Provider sub- license its right to access the Hosted Services, provided that: (i) the Customer must remain responsible for ensuring that its sub-licensees comply with the terms and conditions of this Agreement; (ii) the sub-license agreement must include provisions that bind the sub-licensees to comply with the terms of this ContractAgreement; (iii) the Customer shall be solely responsible for any breaches of this Agreement by its sub-licensees.
4.5 The Customer shall use reasonable endeavours, the Supplier grants including reasonable security measures relating to Account and User access details, to ensure that no unauthorised person may gain access to the Client Hosted Services using an Account.
4.6 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer 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 non- exclusive non-transferable licence for the duration breach of this Contract to: Agreement:
(a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose.a Force Majeure Event;
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material fault or failure of the internet, cloud provider or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Client of the terms Customer of this Contract Agreement; or
(including a failure to pay the Fees in accordance with Clause 6); (ce) where ongoing use by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in or problems with the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier to provide Hosted Services scheduled maintenance carried out in accordance with this ContractAgreement.
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 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 Supplier willCustomer has no right to access the software code (including object code, at its expenseintermediate code and source code) of the Platform, use all reasonable commercial efforts to correct any such failure(s) promptly (which either during or after the Term.
4.12 The Provider may include suspend the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision 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 7 days' written notice, following the amount becoming overdue, of corrective services in accordance with its intention to suspend the Hosted Services on this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply)basis.
Appears in 1 contract
Samples: End User License Agreement (Eula)
Hosted Services. 2.1 2.1. From the Target Go-Live Hosted Service Commencement Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the ClientCustomer’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the any timescales specified in the SLA. Resolution times Any such timescales are targets rather than guarantees.
2.2 Subject 2.2. From the Hosted Service Commencement Date, subject to the Client Customer complying at all times with the terms of this Contract, the Supplier grants to the Client Customer a non- non-exclusive non-transferable licence for the duration of this Contract to: (a) permit allow its authorised permitted users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) allow its permitted users to install and use any Local Supplier Software for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form.
2.3. From the Hosted Service Commencement Date, subject to the Customer complying at all times with the terms of this Contract, the Supplier grants to the Customer a perpetual non-exclusive non-transferable licence to use the Materials and Deliverables for the Licensing Purpose. During the term of this Contract the Deliverables may be available to the Customer via the Hosted Software. Prior to termination of the licence set out at clause 2.2 the Customer shall inform the Supplier of any Deliverables it wishes to make use of post-termination and the Supplier shall endeavour to make available such Deliverables to the Customer outside of the Hosted Services (e.g. in PDF format or similar).
2.3 2.4. The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client Customer to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Customer Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 2.5. The Supplier reserves the right at its sole discretion to suspend Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client Customer as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client Customer of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client Customer of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performanceperformance (or actually has damaged or degraded the same), whether due to failures in or problems with the Client Infrastructure, Customer Infrastructure or failures in or problems with the Connectivity Infrastructure, or (d) the occurrence of an Event of Force Majeure.
2.5 2.6. In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 2.6 shall constitute the ClientCustomer’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 2.6 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 2.6 (for which the provisions of Clause 12 shall apply).
2.7. If the Customer exceeds the licensing parameters in the Order Form such that the actual number of permitted users exceeds the Maximum Number of Unique Users stipulated on the Order Form, Supplier may charge the Customer for such excess use in accordance with the ‘Overage rate per excess Unique User’ specified in the Order Form. On payment of such overage fees by Customer such excess usage shall be deemed licensed usage for the purposes of this Clause 2.
2.8. If the Customer fails to comply with clause 3.1(e) and/or 3.1(f) in connection with the Set-up and Launch Services, then the Supplier may extend the Hosted Services Commencement Date accordingly.
2.9. Customer’s permitted users shall include only employees and directors of the Customer and of any Customer Entities expressly identified in the licensing parameters section of the Order Form. The Customer shall be responsible to the Supplier in relation to any use of the Software and/or Hosted Services by Customer Entities and shall notify the use restrictions under this Contract to each relevant permitted user and ensure that all such users comply with the terms of this Contract. Every permitted user (whether associated with the Customer or the Customer Entities) counts towards the numerical restrictions on users described in the licensing parameters set out in the Order Form.
Appears in 1 contract
Samples: Master Service Agreement
Hosted Services. 2.1 From 7.1 If You elect to purchase the Target Go-Live Date Hosted Services and in consideration of the Supplier Hosted Services Fees, We shall provide the Hosted Services substantially for the Hosted Services Period.
7.2 The Hosted Services Period shall, unless terminated earlier in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract Agreement, be the Initial Hosted Services Period and any Hosted Services Renewal Period (defined below). Hosted Services shall automatically renew for successive terms of equal duration to the Initial Hosted Services Period (each a Hosted Services Renewal Period) unless either Party gives written notice to the other Party opting out of the automatic renewal and such notice is received by the other Party no later than the date sixty (60) days’ prior to the commencement of the applicable Hosting Services Renewal Period.
7.3 The Hosted Services Fees for each Hosted Services Renewal Period shall be the current Hosted Services Fees agreed between the Parties, as the same may be amended pursuant to clause 8.5. All Hosted Services Fees shall be due and payable in full in advance. We may invoice You for the Hosted Services Fees for each Hosted Services Renewal Period at any time after the date sixty (60) days prior to the commencement of the applicable Hosted Services Renewal Period.
7.4 We hereby authorize You to access and use, via your Authorized Users holding a valid Authorized User license, in object code form only, the Hosted Services for the Hosted Services Period, solely for the purposes of hosting and accessing the Software. Such use is limited to Client`s internal use.
7.5 The Hosted Services comprise the provision of infrastructure as a service, in the form of computing resources delivered over the internet, (IaaS) in the form of a dedicated virtual machine (including storage account, resource group, virtual network, virtual disks) upon which the server side components of the Software will be installed as more specifically set out in the Hosted Services Statement. We may amend the Hosted Services Statement from time to time in our sole discretion or as required due to changes made by the Hosted Service Provider.
7.6 The initial Hosted Service Provider shall be as documented in the Hosted Services Statement. The Supplier reserves the right to change Hosted Services Provider provided that any replacement hosting provider shall offer industry standard security certifications, up-time and maintenance service levels. We will provide full details of the Supplier does not warrant standards provided by the Hosted Service Provider upon request.
7.7 You acknowledge that due to the nature of the internet, no assurance can be given that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier We shall not be responsible for any failure to provide Hosted Services unavailability or downtime for matters beyond our reasonable control, including as a result of a failure any unplanned, unscheduled or emergency maintenance of the Hosted Service Provider.
7.8 We shall issue Maintenance Releases to correct faults, issue fixes or patches, make improvements, substitutions, modifications or enhancements to any part of the Hosted Services at no additional cost to You as made available from time to time by the Hosted Service Provider. We shall use reasonable endeavours to ensure that such Maintenance Releases do not materially adversely affect the performance of the Hosted Services to the detriment of Client.
7.9 We reserve the right to access the Hosted Services without any prior notice to You if necessary maintenance is required for the Hosted Services.
7.10 We will only use Client Data for the sole purpose of providing the Hosted Services to You under the terms of this Agreement.
7.11 Except as otherwise expressly provided in this Agreement or applicable Order, as between the Parties:
7.11.1 Supplier has and will retain sole control over the operation, provision, maintenance and management of the Hosted Services; and
7.11.2 Client has and shall retain sole control over the operation, maintenance and management of, and all access to and use of Client systems, and sole responsibility for all access to and use of the Hosted Services by any person by or through Client systems or any other means controlled by Client or any Authorized User;
7.12 We reserve the right, in our sole discretion, to make any changes to the Hosted Services that We deem: (i) necessary to comply with its responsibilities under this Contract andapplicable Law; or (ii) necessary or useful to maintain or enhance: (a) errors in the quality or corruption delivery of the Client Infrastructure, Connectivity Infrastructure, and/or the ClientSupplier’s dataservices to its customers; and/or (b) the occurrence competitive strength of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (or market for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances)Supplier’s services; (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); or (c) where ongoing use by the Client Hosted Services’ cost efficiency or performance.
7.13 We reserve the right to charge an overage fee for hosting services if the number of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in or problems with the Client Infrastructure, failures in or problems with the Connectivity InfrastructureAuthorized Users, or the occurrence traffic, data, volume of transaction, used by the You increases beyond the amounts set out in the Order or expected volumes. We will notify You if the usage is in excess of agreed or expected volumes but We reserve the right to charge an Event of Force Majeure.
2.5 In overage fee if the event of a failure excessive usage continues. Any overage charges shall be applicable thirty (30) days after the corresponding written notice is sent by the Supplier to provide You.
7.14 You shall not, and shall not permit any other person to, access or use the Hosted Services except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, You shall not, except as this Agreement expressly permits:
7.14.1 copy, modify or create derivative works or improvements of the Hosted Services;
7.14.2 rent, lease, lend, sell, sub-license, assign, distribute, publish, transfer or otherwise make available any Hosted Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
7.14.3 remove, delete, alter or obscure any trademarks, specifications, documentation, license, warranties or disclaimers, or any copyright, trademark, patent or other Intellectual Property Rights or proprietary rights notices from the Hosted Services, including any copy thereof;
7.14.4 access or use the Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy manner or for any breach purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of Clause 2.1. Nothing any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or unauthorized disclosure of the data), or that violates any applicable Law;
7.14.5 access or use the Hosted Services in this Clause 2.5 purports to limit the Supplier’s liability any manner or for any failure purpose that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive or causes damage or injury to any person or property;
7.14.6 permit access by a number of Authorized Users in excess of the Supplier number of nominated users it has purchased from time to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply)time.
Appears in 1 contract
Samples: Service Agreement
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide Hosted Services substantially in accordance with the SLA with reasonable skill and care in accordance with good industry practice, subject to the terms of this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.free.
2.2 Subject to the Client complying at all times with the terms of this Contract, the Supplier grants to the Client a non- exclusive non-transferable licence for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and (b) use the Materials and Deliverables for the Licensing Purpose.
2.3 The Supplier shall not be responsible for any failure to provide Hosted Services as a result of a failure by the Client to comply with its responsibilities under this Contract and: (a) errors in or corruption of the Client Infrastructure, Connectivity Infrastructure, and/or the Client’s dataUser Data; and/or (b) the occurrence of a Suspension Event.
2.4 The Supplier reserves the right at its sole discretion to suspend or limit performance of the Hosted Services in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to the Client as much notice as is reasonably practicable in the circumstances); (b) a material breach by the Client of the terms of this Contract (including a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in performance (or problems with actually has damaged or degraded the Client Infrastructure, failures in same) or problems with the Connectivity Infrastructure, or (d) the occurrence of an Event of Force Majeure.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply).apply).
Appears in 1 contract
Samples: Contract
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide 2.1. An order for Hosted Services substantially - deployed on the Client’s infrastructure must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order.
2.2. A Sales Order shall only be effective and binding when signed by both the parties.
2.3. Subject to Clause 2.4 and Clause 6.3, the Term shall renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in accordance with writing.
2.4. Where the SLA with reasonable skill Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and care in accordance with good industry practice, subject confirmation.
2.5. Subject to the terms of and conditions set forth in this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this ContractAgreement, the Supplier Provider grants to the Client a non- exclusive limited, non-transferable licence exclusive, non-transferable, sub licensable, revocable, Term-limited license solely for access by means of an on-premises deployed Web Browser for the duration of this Contract to: (a) permit its authorised users to use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times by Client in compliance accordance with the LawDocumentation during the Term.
2.6. Except to the extent expressly permitted in this Agreement, the limited license granted by the Provider to the Client herein is subject to the licensing parameters set out in following prohibitions:
2.6.1. the Order FormClient must not resell
2.6.2. the Client must not permit any unauthorized person to access or use the Hosted Services; (c) the Client must not republish or redistribute any content or material from the Hosted Services; and (bd) use the Materials and Deliverables for Client must not make or attempt to make any alteration to the Licensing PurposePlatform.
2.3 2.7. The Supplier Client shall use reasonable security measures to ensure that no unauthorized person may gain access to the Hosted Services.
2.8. The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services.
2.9. The Client acknowledges that the Provider shall not be responsible for any failure data communicated to provide or transmitted to the Hosted Services. The Client shall use the Hosted Services as a result exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of a failure by these Terms and Conditions from time to time.
2.10. All Intellectual Property Rights in the Hosted Services and the Documentation belong to, and shall remain vested in, the Provider, and the Client shall have no rights in or to comply the Software, the Documentation, or the Services other than the right to use them in accordance with its responsibilities under the terms of this Contract and: agreement. This Agreement does not grant the Client any rights to, or in, whether registered or unregistered, any patents, copyright, database right, trade secrets, trade names, trademark, or any other rights or licenses in respect of the Services or the Documentation. The Client agrees that it will not (a) errors in modify, copy, decompile, disassemble, or corruption reverse engineer, or cause any other party to modify, copy, decompile, disassemble, or reverse engineer Provider’s software, technology, and/or other services; any of Provider’s Intellectual Property Rights to third parties or sell, resell, rent, sublicense, or lease the Services to third parties; (c) otherwise violate the license grant or restrictions set forth herein; (d) use the Services to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of the Services, Provider’s operations, or third-party’s data contained therein, either directly or using third party technology; (f) alter, copy, move, or delete any tags or codes placed as part of the Services; (g) misappropriate any of Provider’s software, technology, or other services; (h) use, permit, enable, or assist any third party to use the Services to create competing products or services.
2.11. The Client Infrastructuremust not use the Hosted Services in any way that causes, Connectivity Infrastructureor may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services. The Client 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.
2.12. For the avoidance of doubt, the Client has no right to access any software code (including object code, intermediate code and/or source code), either during or after the Term.
2.13. All rights not expressly licensed to the Client herein are reserved by the Provider including, without limitation, all ownership and proprietary rights in Provider’s technology and the Services. The Client acknowledges and agrees that Client’s data; and/or (b) rights, in and to, Provider’s Intellectual Property Rights including its technology and Services are limited to the occurrence license rights set forth herein. The Client shall never claim ownership or proprietary rights in Provider’s technology or Services. All Intellectual Property Rights in any Customizations designed, developed, or implemented in accordance with the Agreement between parties shall always be the exclusive property of a Suspension Event.
2.4 the Provider. The Supplier reserves Client is not permitted to change or modify Provider's Intellectual Property Rights. Without limiting the right at its sole discretion to suspend Hosted Services foregoing, in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to any change, modification, extension, or correction thereof, the Client hereby irrevocably assigns to Provider by way of present and future assignment with full title guarantee, any and all rights it may be deemed to have in any such change, modification, extension, or correction, and agrees to execute all documents necessary to implement and effect such assignment. To the extent that the Client is unavailable or unwilling to execute such documents then the Client hereby appoints the Provider as much notice as is reasonably practicable its attorney in fact for the circumstancespurpose of executing the forgoing assignment(s).
2.14. The Client shall not (i) misappropriate any of the Provider’s software, technology, or other services; (bii) a material breach use, permit, enable, or assist any third party to use the Services to create competing products or services; or (iii) use or modify any of Provider’s Intellectual Property Rights unless otherwise agreed to by the Client of the terms of this Contract (including Provider in a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in or problems with the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or the occurrence of an Event of Force Majeuresigned writing.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply).
Appears in 1 contract
Samples: Terms and Conditions
Hosted Services. 2.1 From the Target Go-Live Date the Supplier shall provide An order for Hosted Services substantially must be placed using a Sales Order. The Provider shall prepare the Sales Order to reflect description of the type, particulars of the Product(s) being purchased, the applicable fees, the Charging Method and any other terms or conditions incidental to that Sales Order.
2.2 A Sales Order shall only be effective and binding when signed by both the parties.
2.3 Subject to Clause 2.4 and Clause 6.4, the Term shall renew, under the present Terms and Conditions or amendments thereof applicable at the time of renewal, for a further duration (of the Term) unless otherwise agreed between the parties in accordance with writing.
2.4 Where the SLA with reasonable skill Client has breached any of the terms of the Agreement during the Term, a renewal is subject to Provider’s express written consent and care in accordance with good industry practice, subject confirmation.
2.5 [deleted]
2.6 Subject to the terms of and conditions set forth in this Contract and provided that the Supplier does not warrant that the Client’s use of Hosted Services will be uninterrupted or error free. The Supplier shall use its reasonable endeavours to meet the timescales specified in the SLA. Resolution times are targets rather than guarantees.
2.2 Subject to the Client complying at all times with the terms of this ContractAgreement, the Supplier Provider grants to the Client a non- exclusive limited, nonexclusive, non-transferable licence transferable, non-sublicensable, revocable, term-limited license solely for access by means of a Supported Web Browser for identity and document verification of the duration of Client’s customers in accordance with the Documentation during the Term.
2.7 Except to the extent expressly permitted in this Contract to: Agreement, the limited license granted by the Provider to the Client herein is subject to the following prohibitions:
(a) permit the Client must not sub-license its authorised users right to access or use the Supplier Software via the Hosted Services for the Licensing Purpose and at all times in compliance with the Law, subject to the licensing parameters set out in the Order Form; and Services;
(b) the Client must not permit any unauthorized person to access or use the Materials and Deliverables for Hosted Services;
(c) the Licensing PurposeClient must not republish or redistribute any content or material from the Hosted Services; and
(d) the Client must not make or attempt to make any alteration to the Platform.
2.3 2.8 The Supplier Client shall use reasonable security measures to ensure that no unauthorized person may gain access to the Hosted Services.
2.9 The parties acknowledge and agree that Schedule 2 shall govern the availability of the Hosted Services.
2.10 The Client acknowledges that the Provider shall not be responsible for any failure data communicated to provide or transmitted to the Hosted Services. The Client shall use the Hosted Services as a result exclusively for authorized and legal purposes consistent with all applicable laws, regulations and any acceptable use policy the Provider may make part of a failure by these Terms and Conditions from time to time.
2.11 All Intellectual Property Rights in the Hosted Services and the Documentation belong to, and shall remain vested in, the Provider, and the Client shall have no rights in or to comply the Software, the Documentation, or the Services other than the right to use them in accordance with its responsibilities under the terms of this Contract and: agreement. This Agreement does not grant the Client any rights to, or in, whether registered or unregistered, any patents, copyright, database right, trade secrets, trade names, trademark, or any other rights or licences in respect of the Services or the Documentation. The Client agrees that it will not (a) errors in modify, copy, decompile, disassemble, or corruption of the Client Infrastructurereverse engineer, Connectivity Infrastructureor cause any other party to modify, copy, decompile, disassemble, or reverse engineer Provider’s software, technology, and/or the Client’s dataother services; and/or (b) sublicense any of Provider’s Intellectual Property Rights to third parties or sell, resell, rent, sublicense, or lease the occurrence Services to third parties; (c) otherwise violate the license grant or restrictions set forth herein; (d) use the Services to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of a Suspension Eventthe Services, Provider’s operations, or third-party’s data contained therein, either directly or using third party technology; (f) alter, copy, move, or delete any tags or codes placed as part of the Services; (g) misappropriate any of Provider’s software, technology, or other services; (h) use, permit, enable, or assist any third party to use the Services to create competing products or services.
2.4 2.12 The Supplier reserves Client must not use the right at its sole discretion to suspend 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. The Client 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.
2.13 For the avoidance of doubt, the Client has no right to access any software code (including object code, intermediate code and/or source code), either during or after the Term.
2.14 All rights not expressly licensed to the Client herein are reserved by the Provider including, without limitation, all ownership and proprietary rights in Provider’s technology and the Services. The Client acknowledges and agrees that Client’s rights, in and to, Provider’s Intellectual Property Rights including its technology and Services are limited to the license rights set forth herein. The Client shall never claim ownership or proprietary rights in Provider’s technology or Services. All Intellectual Property Rights in any Customizations designed, developed, or implemented in accordance with the Agreement between parties shall always be the exclusive property of the Provider. The Client is not permitted to change or modify Provider's Intellectual Property Rights. Without limiting the foregoing, in the event of (each of which shall be a “Suspension Event”): (a) scheduled maintenance services (for which the Supplier shall give to any change, modification, extension, or correction thereof, the Client hereby irrevocably assigns to Provider by way of present and future assignment with full title guarantee, any and all rights it may be deemed to have in any such change, modification, extension, or correction, and agrees to execute all documents necessary to implement and effect such assignment. To the extent that the Client is unavailable or unwilling to execute such documents then the Client hereby appoints the Provider as much notice as is reasonably practicable its attorney in fact for the circumstancespurpose of executing the forgoing assignment(s). The Client shall not (i) misappropriate any of the Provider’s software, technology, or other services; (bii) a material breach use, permit, enable, or assist any third party to use the Services to create competing products or services; or (iii) use or modify any of Provider’s Intellectual Property Rights unless otherwise agreed to by the Client of the terms of this Contract (including Provider in a failure to pay the Fees in accordance with Clause 6); (c) where ongoing use written instrument duly signed by the Client of Hosted Services has, in the Supplier’s reasonable opinion, the prospect of damaging Hosted Services or degrading performance, whether due to failures in or problems with the Client Infrastructure, failures in or problems with the Connectivity Infrastructure, or the occurrence of an Event of Force MajeureProvider.
2.5 In the event of a failure by the Supplier to provide Hosted Services in accordance with this Contract, the Supplier will, at its expense, use all reasonable commercial efforts to correct any such failure(s) promptly (which may include the provision of a temporary workaround) in accordance with the SLA. The Supplier’s provision of corrective services in accordance with this Clause 2.5 shall constitute the Client’s exclusive remedy for any breach of Clause 2.1. Nothing in this Clause 2.5 purports to limit the Supplier’s liability for any failure of the Supplier to comply with this Clause 2.5 (for which the provisions of Clause 12 shall apply).
Appears in 1 contract
Samples: Terms and Conditions
