Managed Services Sample Clauses
Managed Services. HP will provide the services as described in a Statement of Work (“SOW”) attached to this Agreement or incorporating it by reference. Each party will appoint a single point of contact as set forth in the SOW who will serve as their primary representative, have overall responsibility for managing performance, and meet with the other party’s representative to review progress. Change requests are governed by the change management procedures as set forth in the SOW.
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason.
3.2 The Customer shall remain responsible for the use of the Managed Services under its control.
3.3 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack.
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a Cyber-Attack. In the event of any Cyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5 The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below:
(a) failure of Customer Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform;
(d) network connectivity issues between Local System Components and its third party’s servers.
3.7 The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall foll...
Managed Services. Unless a longer initial term or different renewal terms are defined in the Order or Statement of Work, Avaya will provide Managed Services for an initial term of 3 years and such initial term will be renewed automatically for subsequent 1 year periods, applying the then-current rates, unless either party gives the other party written notice of its intent not to renew at least 90 days prior to the expiration of the applicable initial or renewal term.
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the terms of this Agreement and the Statement of Work.
3.2 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Statement of Work.
3.3 The Client shall not access, store, distribute or transmit any material through the Managed Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities; and/or
(e) is otherwise illegal or causes damage or injury to any person or property, and the Supplier reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this Clause.
3.4 The Client shall remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or authorised by the Client).
3.5 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.6 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Statement of Work or otherwise without the prior written consent of the Supplier.
3.7 The Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense.
3.8 The Client acknowledges that certain conditions outside of the Supplie...
Managed Services.
7.1 The skills and capacity to provide some or all of the DAPA requirements as part of a managed service should DWP or any other contracting authority deem this to be the most appropriate way of delivering such services.
7.2 Contractors may be asked to absorb some functions currently delivered from within government departments, for example data matching, processing, and analytics.
Managed Services. If Customer is a managed provider of DNS services, then the terms and conditions in Schedule “D” will apply in addition to the terms and conditions of this Agreement.
Managed Services. If we have agreed to provide you with Managed Services, then the following terms apply. If your provider of Managed Services is a Partner of ours then these are our default terms, however you may agree alternative arrangements with them. ● You authorize us to install any remote management tools as we deem necessary for the purpose of managing our Products and Services. ● You authorize our access to your environment for the purpose of managing our Products and Services. ● Where the supply of a Product or Service requires functionality from your IT infrastructure, you are responsible for ensuring that that functionality is present. ● If you request onsite support and we believe we are capable of completing required support tasks remotely, we will treat the request as chargeable. ● The Managed Services Table set out below shows the matters and actions that are in and out of the scope of our Managed Services. ● We make no warranty on the integrity of software released by Third Party vendors, including but not limited to patches, hotfixes, updates and device drivers. As such, we are not liable for any damages caused by the application, automated or otherwise, of this software as part of our Managed Service. Any remedial work to resolve issues caused by the application of vendor released software is out of scope of Managed Services. ● We make no warranty on the effectiveness of security, anti-virus and anti-malware products or services. Any remedial works for issues caused by security, virus or malware infections that were not captured by the said measures are considered out of scope of Managed Services. Where we provide you with internet security, whilst we do so with due care no system, product or service can claim to be completely secure. ● Where we or a Third Party vendor has stipulated a Hardware and/or software compatibility list or configuration, you must adhere to these guidelines. Any work arising from non-compliance with these guidelines will be considered out of scope of Managed Services. ● Other than Bundled Hardware, we are not required to provide support for Hardware or software which is no longer supported by the relevant vendor (End of Life). Where we become aware that Hardware or software has reached, or is imminently approaching End of Life, we will use commercially reasonable efforts to notify you, however, we are not liable for any failure to do so. ● Included hours of Managed Services will be specified in your Order. In Scope Out of Scope (C...
Managed Services. If Lessee has requested Lessor to coordinate rental of additional rental equipment from non-Lessor equipment providers, Lessor will coordinate such rentals as an agent on Lessee’s behalf and Lessee agrees to pay the Charges for such equipment and to be responsible to the equipment provider and Lessor for damage and loss of the equipment while on rent to Lessee. Lessee will immediately contact the equipment provider directly if any rental equipment is damaged or needs service and also notify Lessor of such needs. Lessee will call the equipment off-rent directly with the equipment provider and notify Lessor such equipment has been called off-rent. Any additional ancillary equipment or value-added products are provided “AS IS.”
Managed Services. 3.1. The Supplier will provide the Managed Services in accordance with the Order Pack and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason.
3.2. The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Arrangements as stated in the Order Pack.
3.3. The Client shall remain responsible for the use of the Managed Services under its control.
3.4. The Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties by the Supplier on the same shared access infrastructure. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
3.5. The Client shall not provide the Managed Services to third parties without the prior written consent of the Supplier.
3.6. The Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense.
3.7. The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions include:
(a) failure of Client Hardware, software or operating system;
(b) partial or full failure of Third Party Services;
(c) network connectivity issues between Local System Components and the Supplier’s platform; and/or
(d) network connectivity issues between Local System Components and its third party’s servers.
3.8. The Supplier reserves the right to:
(a) modify the Supplier's System, its network, system configurations or routing configuration; or
(b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Servic...
Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason.
3.2 The Customer shall remain responsible for the use of the Managed Services under its control.
3.3 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System:
a) the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack; and
b) the Supplier controls or can control, the Supplier has sole liability for protecting those elements against Cyber-Attack.
3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a Cyber-Attack. In the event of any Cyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack unless such liability is incurred as a result of any negligent act or omission on the part of the Supplier. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). For the avoidance of doubt, the Supplier shall not be liable under this clause to the extent that it has advised and reported to the Customer on a vulnerability, issue, account, action or service exposure that has led to a Cyber-Attack, and the Customer has failed to take appropriate actions, or change security policies or procedures that have been reasonably recommended by the Supplier.
3.5 The Customer shall ensure that all systems, software, and equipment used by the Customer in connection with the Managed Services provided under this Agreement shall be maintained in accordance with Good Industry Practice and further agrees to promptly implement any updates or security improvements recommended by the Supplier to maintain such compliance promptly and, in any event within 30 days or, in respect of critical updates, within 72 hours of such notification.The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplie...