Common use of IT SOLUTIONS Clause in Contracts

IT SOLUTIONS. 2.1 This Contract governs the overall relationship of the SERVICE PROVIDER and the CUSTOMER with respect to the provision of the Ordered IT Solutions. The CUSTOMER has ordered the Ordered IT Solutions specified in Schedule 2-2 and the SERVICE PROVIDER shall provide those Ordered IT Solutions: 2.1.1 in accordance with the provisions of this Contract if those Ordered IT Solutions are to be sold by the SERVICE PROVIDER and purchased by the CUSTOMER; and 2.1.2 in accordance with the provisions of this Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any third party (if any) if the Ordered Goods are to be leased, loaned or hired to the CUSTOMER. Where the CUSTOMER is entering into any other terms and conditions with any such third party, the CUSTOMER shall inform the SERVICE PROVIDER of the terms and conditions of any such third party leasing, loan or hire purchase contract (which shall be set out in Schedule 2-21) that it shall be expected to comply with and the SERVICE PROVIDER shall ensure that no act or omission by itself, any SERVICE PROVIDER Personnel or its Sub-Contractors in anyway invalidates or affects (including causing or likely to cause the CUSTOMER to breach) such terms and conditions. 2.2 Nothing in this Contract shall create an exclusive relationship between the SERVICE PROVIDER and the CUSTOMER for the provision of any or all IT Solutions. 2.3 The SERVICE PROVIDER shall provide the Ordered IT Solutions in accordance with: 2.3.1 any agreed timetable and Implementation Plan; and 2.3.2 the relevant Service Levels at all times throughout the Term of this Contract. Any failure to meet any agreed timetable and Implementation Plan shall entitle the CUSTOMER to Liquidated Damages calculated in accordance with the provisions of Schedule 2-15. Any failure to meet any Service Levels shall entitle the CUSTOMER to Service Credits calculated in accordance with the provisions of Schedule 2-2. 2.4 In the provision of the Ordered IT Solutions, should the SERVICE PROVIDER become aware of any breach in its provision or performance of the Ordered IT Solutions, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicable.

IT SOLUTIONS. 2.1 This Contract governs the overall relationship 3.1. Each of the SERVICE PROVIDER and the CUSTOMER with respect to the provision of the Ordered IT Solutions. The CUSTOMER has ordered the Ordered IT Solutions specified in Schedule 2-2 3 of this Framework Agreement shall be subject to ITPS Approval. IT Solutions that are approved will be shown as a Catalogue Entry and shall be made available to Customers. When a specific IT Solution is the subject of an Order by a Customer, it will be referred to in the ensuing Contract as an Ordered IT Solution. The SERVICE PROVIDER must provide the Sprint II Website for Customers to place Orders for IT Solutions. Such Sprint II Website must allow Customers to complete the information set out in Annex A of Schedule 6. The SERVICE PROVIDER must also permit Customers to place Orders for IT Solutions via their own internal purchasing system. 3.2. The SERVICE PROVIDER shall at all times during the Term maintain the organisational and technical ability and capacity to provide those Ordered the IT Solutions:Solutions in accordance with this Framework Agreement as the IT Solutions are required from time to time by Customers. 2.1.1 3.3. The SERVICE PROVIDER shall enter into a Contract on the terms and conditions prescribed in the Model Contract with each Customer that places an Order in accordance with the provisions of this Framework Agreement. 3.4. Where a Customer states in an Order that Alternative Clauses and/or Additional Clauses should apply, the SERVICE PROVIDER shall produce a Contract accordingly and shall comply with its obligations therein.‌ 3.5. The SERVICE PROVIDER shall maintain and keep the Catalogue up to date on a daily basis throughout the Term. Any amendment to the Catalogue shall be subject to the prior written approval of the AUTHORITY and may, if those Ordered IT Solutions required by the AUTHORITY (at the AUTHORITY’s sole discretion) be subject to the Agreement Change Procedure. 3.6. If a Customer places an Order but the relevant Charges (including any applicable delivery charges) are more than the amount stated in, or calculated in accordance with, the Catalogue because the SERVICE PROVIDER has failed to be sold keep the Catalogue up to date in accordance with Clause 3.5, the SERVICE PROVIDER must honour the relevant Charge (including any applicable delivery charges) appearing in the Catalogue at the time of Order and cannot unreasonably withhold its consent to accepting an Order placed by a Customer. 3.7. The SERVICE PROVIDER shall ensure that it honours any price validity period stated in the Catalogue or agreed with a Customer for any Charges (including any applicable delivery charges). Where no price validity period is stated in the Catalogue or agreed with a Customer, the price shall remain valid for a period of thirty (30) Days. 3.8. The SERVICE PROVIDER hereby licenses the AUTHORITY for the Term on a royalty-free basis to use, copy and publish (electronically and in hard copy formats) the descriptions of the Catalogue Entries provided by the SERVICE PROVIDER and purchased PROVIDER. All Intellectual Property Rights in such descriptions (except insofar as such descriptions derive from material provided by the CUSTOMER; and 2.1.2 AUTHORITY) shall remain vested in accordance with the provisions of this Contract and any other terms and conditions as are agreed between the CUSTOMER and the SERVICE PROVIDER and any third party (if any) if the Ordered Goods are to be leasedor its Sub-Contractors, loaned or hired to the CUSTOMER. Where the CUSTOMER is entering into any other terms and conditions with any such third party, the CUSTOMER shall inform the SERVICE PROVIDER of the terms and conditions of any such third party leasing, loan or hire purchase contract (in which shall be set out in Schedule 2-21) that it shall be expected to comply with and case the SERVICE PROVIDER shall ensure that no act or omission by itself, any SERVICE PROVIDER Personnel or its Sub-Contractors it has the right to licence such descriptions on the terms set out in anyway invalidates or affects (including causing or likely to cause the CUSTOMER to breach) such terms and conditionsthis Clause 3.8). 2.2 Nothing in this Contract shall create an exclusive relationship between the SERVICE PROVIDER and the CUSTOMER for the provision of any or all IT Solutions. 2.3 3.9. The SERVICE PROVIDER shall provide the Ordered IT Solutions in accordance with: 2.3.1 ensure that no unlicensed software is interfaced with or embedded within any agreed timetable and Implementation Plan; and 2.3.2 the relevant Service Levels at all times throughout the Term of this software which is proprietary to a Customer or which is developed under a Contract. Any failure The SERVICE PROVIDER shall further ensure that no open source software is interfaced with or embedded within any software which is proprietary to meet any agreed timetable and Implementation Plan shall entitle a Customer or which is developed under a Contract without the CUSTOMER to Liquidated Damages calculated in accordance with the provisions of Schedule 2-15. Any failure to meet any Service Levels shall entitle the CUSTOMER to Service Credits calculated in accordance with the provisions of Schedule 2-2. 2.4 In the provision prior written consent of the Ordered IT Solutions, should the SERVICE PROVIDER become aware of any breach in its provision or performance of the Ordered IT Solutions, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicableCustomer.