PROVISION OF MANAGED SERVICES Clause Samples

PROVISION OF MANAGED SERVICES. Subject to the terms of this Agreement, the Company shall provide the Services, Equipment, Software and other Managed Services as set forth in Exhibit A.

PROVISION OF MANAGED SERVICES. The provision by the Provider and use by the Customer of the Managed Services are governed by the Agreement. The Managed Services include a range of hosted unified communication software, applications and services delivered as customised hosted solutions, located either within Provider’s premises on Provider Equipment and/or within Customer’s premises on Customer Equipment . The Multi-Tenanted Managed Services are Managed Services consisting in a mutualised hosting solution located within Provider’s premises on Provider Equipment, operated and controlled by the Provider and include where appropriate configuration, management, monitoring, support and maintenance of the data centres environment, network, system hardware and operating system. The Dedicated Managed Services are Managed Services consisting in a Customer dedicated hosting solution, delivered by the Provider and, hosted either on Customer Equipment within Customer’s premises or on dedicated Provider Equipment within Provider’s premises. Customer shall refer to the relevant Service Definition available from the Provider’s website and by accessing ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/services/unified- communication/professional-services.php which are incorporated into this Agreement by this reference. Provider reserves the right to modify, revise, or upgrade the Services, the Service Description and any other documentation related to the Services as Provider feels appropriate from time to time, provided however that, any such modification does not materially adversely affect the quality and availability of the Services. Provider reserves the right, upon reasonable advance notice (where practicable), to suspend the performance of its obligations under the Agreement for the purposes of improving or maintaining the quality of the Services or due to Legal Requirements. For the avoidance of doubt, the Managed Services do not include any other service not explicitly detailed in the Service Definition or the Agreement. Any use of such other services shall be shall be pursuant to Provider’s standard terms and conditions set forth on Provider’s website and may be billed at Provider’s standard rates, at Provider’s sole discretion.

PROVISION OF MANAGED SERVICES. Kineo’s Managed Services for Totara: Kineo Edition includes the latest core Totara Release along with a range of additional features developed and maintained by Kineo and offered as Totara: Kineo Edition. Kineo’s Managed Services for Totara: Kineo Edition has been designed to rapidly mature your organisation’s Learning and Development (L&D) capability to meet both business needs and learner expectations. Kineo will provide the Managed Services to the Customer and Kineo may modify the Managed Services from time to time (e.g., change server or deployed LMS version) provided that the functionality and responsiveness of the Managed Services for Customer are not materially adversely affected. For the avoidance of doubt, Web Application is not licensed or sold to Customer, and Kineo will not provide a copy of The Web Application to Customer. The Totara Managed Services licence is provisioned under an Enterprise Platforms SaaS based managed service for Totara Kineo Edition and includes implementation, hosting, support, monitoring, security patches, upgrades/new version releases, Kineo Bolt-On/Plug-ins and/or Kineo contracted third party software.

PROVISION OF MANAGED SERVICES. Cygilant will (a) make the Managed Services available to Customer pursuant to this Agreement and the applicable Order Forms, and (b) use commercially reasonable efforts to provide Managed Services as defined in the Documentation, except for: (i) planned downtime; and (ii) any unavailability caused by circumstances beyond Cygilant’s reasonable control, including but not limited to, for example, Customer’s network is down, Cygilant is not able to remotely connect to Customer networks, Customer’s nodes or IP addresses under management fail to send data, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor