Responsibilities of Client. 4.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time. 4.2 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service. 4.3 The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Third Party Terms, Licence Agreements and/or the Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Client under this Agreement, such agreements shall not apply. 4.4 The Client shall: (a) adhere to any Acceptable Use Policy; (b) make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to the Supplier’s support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (c) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided; (d) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (e) not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against the Supplier in any jurisdiction or is otherwise unlawful;
Appears in 1 contract
Samples: Master Services Agreement
Responsibilities of Client. 4.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
4.2 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service.
4.3 The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Third Party Terms, Licence Agreements and/or the Version: 2.0 Issues Date: 01/12/2022 Page 10 of 36 Classification: Public Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Client under this Agreement, such agreements shall not apply.
4.4 The Client shall:
(a) adhere to any Acceptable Use Policy;
(b) make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to the Supplier’s support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(cb) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(d) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(ec) not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against the Supplier in any jurisdiction or is otherwise unlawful;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Client wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Client to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Liquidated Damages are payable;
(ii) if dates are changed or cancelled between seven (7) days and fourteen
Appears in 1 contract
Samples: Master Services Agreement
Responsibilities of Client. 4.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in writing from time pursuant to timeclause 3.1(h).
4.2 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service.
4.3 The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Third Party Terms, Licence Agreements and/or the Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Client under this Agreement, such agreements shall not apply.
4.4 The Client shall:
(a) adhere to any Acceptable Use Policy;
(b) make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to the Supplier’s support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(c) ensure it has suitable licences in place for any third party software required (which is not issued or procured by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(d) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(e) not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against the Supplier in any jurisdiction or is otherwise unlawful, 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 sub-clause;
(e) inform the Supplier in writing of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
(f) allow the Supplier or its designated subcontractors and third parties, necessary admin access to the Client’s relevant servers and networking systems from a user account dedicated to the Supplier for the duration of the Agreement;
(g) where a Microsoft Cloud service is deployed / utilised within the Services (Azure, Enterprise Mobility Suite or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record (CPOR) and/or Digital Partner of Record (DPOR) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) (as applicable) and/or given Delegated Administration Privileges (DAP) and/or Granular Delegated Admin Privileges (GDAP) and/or Admin on Behalf of (AOBO) (as applicable) for the Term. For the avoidance of doubt, in the event Microsoft adds to, updates and/or replaces any of the foregoing designations, this Clause 4.4(g) will apply to any such added, updated and/or replaced designations from time to time;
(h) in respect of any Microsoft funded services (if applicable), sign and deliver the Microsoft Proof of Execution (“XXX”) within seven (7) days of the date of issue by Microsoft. In the event that the Client does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
(i) provide all information and make available all resources as reasonably requested by the Supplier in the execution of its obligations under this Agreement;
(j) use all reasonable efforts to follow the reasonable instructions of the Supplier support personnel with respect to the resolution of defects;
(k) gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; and
(l) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Statement of Work for the Supplier to access or use any equipment, software or data of the Client (or which is in the possession of the Client) then it shall where it is able to do so grant to the Supplier and any of its subcontractors a non-exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services.
4.5 The Client agrees to adhere to the dates scheduled for provision of Services by the Supplier as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. If the Client wishes to reschedule or cancel the dates for the provision of the Services, the Supplier will use reasonable endeavours to re-assign allocated resources to other clients. If such re-assignment is not possible and the Client has not provided more than fourteen (14) days advance written notice, then unless otherwise stated in the applicable Statement of Work, the Client shall be liable to pay the following cancellation charges (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has been performed:
(a) if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date, no Cancellation Charges are payable;
(b) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date, Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
(c) if dates are changed or cancelled less than seven (7) days before the scheduled start date, Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable.
4.6 The Client shall:
(a) use the Services only for lawful purposes and in accordance with this Agreement;
(b) keep secure from third parties any passwords issued to the Client by the Supplier;
(c) keep and maintain all materials, equipment, documents and other property of or provided by the Supplier which are for the time being at the Client’s Site in safe custody at the Client’s own risk and maintain them in good condition until returned to the Supplier and not dispose of or use them otherwise than in accordance with the Supplier’s written instructions or authorisation;
(d) fully virus-check all data supplied to the Supplier pursuant to this Agreement;
(e) comply with all applicable laws and regulations with respect to its activities under this Agreement; and
(f) carry out all other Client responsibilities set out in this Agreement and the Statement of Work in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
4.7 The Supplier shall not be liable for any delays or claims of whatsoever nature, which result, directly or indirectly, from the failure by the Client to comply with the reasonable requests of the Supplier or the breach by the Client of any provision of this Agreement.
4.8 In the event that the Client is in breach of its obligations under the Agreement (excluding payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Works and/or Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
4.9 In the event that the Client is in breach of its payment obligations under the Agreement then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing seven (7) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Works and/or Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
4.10 For the avoidance of doubt, if the Supplier suspends the Services, the Client shall remain liable to pay all Fees as though the Services had continued as agreed for the period of suspension.
Appears in 1 contract
Samples: Master Services Agreement
Responsibilities of Client. 4.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
4.2 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service.
4.3 The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Third Party Terms, Licence Agreements and/or the Customer Agreement is are not applicable to the Services being received or delivered by the Supplier to the Client under this Agreement, such agreements shall not apply.
4.4 The Client shall:
(a) adhere to any Acceptable Use Policy;
(b) make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to the Supplier’s support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(c) ensure it has suitable licences in place for any third party software required (which is not issued or procured by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(d) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(e) not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against the Supplier in any jurisdiction or is otherwise unlawful, 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 sub-clause;
(e) inform the Supplier in writing of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
(f) allow the Supplier or its designated subcontractors and third parties, global admin access to the Client’s relevant servers and networking systems from a user account dedicated to the Supplier for the duration of the Agreement;
(g) NOT USED;
(h) NOT USED
(i) provide all information and make available all resources as reasonably requested by the Supplier in the execution of its obligations under this Agreement;
(j) use all reasonable efforts to follow the reasonable instructions of the Supplier support personnel with respect to the resolution of defects;
(k) gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; and
(l) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Order Form for the Supplier to access or use any equipment, software or data of the Client (or which is in the possession of the Client) then it shall where it is able to do so grant to the Supplier and any of its subcontractors a non-exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services.
4.5 The Client agrees to adhere to the dates scheduled for provision of Services by the Supplier as stated in the applicable Order Form. If the Client wishes to reschedule or cancel the dates for the provision of the Services, the Supplier will use reasonable endeavours to re-assign allocated resources to other clients. If such re-assignment is not possible and the Client has not provided more than fourteen (14) days advance written notice, then unless otherwise stated in the applicable Order Form, the Client shall be liable to pay the following cancellation charges in the form of damages (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has been performed:
(a) if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Cancellation Charges are payable;
(b) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
(c) if dates are changed or cancelled less than seven (7) days before the scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable.
4.6 The Client shall:
(a) use the Services only for lawful purposes and in accordance with this Agreement;
(b) keep secure from third parties any passwords issued to the Client by the Supplier;
(c) keep and maintain all materials, equipment, documents and other property of or provided by the Supplier which are for the time being at the Client’s Site in safe custody at the Client’s own risk and maintain them in good condition until returned to the Supplier and not dispose of or use them otherwise than in accordance with the Supplier’s written instructions or authorisation;
(d) fully virus-check all data supplied to the Supplier pursuant to this Agreement;
(e) comply with all applicable laws and regulations with respect to its activities under this Agreement; and
(f) carry out all other Client responsibilities set out in this Agreement and the Order Form in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
4.7 The Supplier shall not be liable for any delays or claims of whatsoever nature, which result, directly or indirectly, from the failure by the Client to comply with the reasonable requests of the Supplier or the breach by the Client of any provision of this Agreement.
4.8 In the event that the Client is in breach of its obligations under the Agreement (excluding payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend the affected Services without prejudice to any pre- existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Order Form and/or Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
4.9 In the event that the Client is in breach of its payment obligations under the Agreement then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing seven (7) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend all Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Order Form and/or Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Responsibilities of Client. 4.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
4.2 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service. If at any time the Client Representative changes, then the Client shall notify the Supplier without undue delay with regard to the appointment and contact details of the new Client Representative.
4.3 The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements (such Third Party Terms and Licence Agreements as set out in the applicable Statement of Work) and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Third Party Terms, Licence Agreements and/or the Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Client under this Agreement, such agreements shall not apply.
4.4 The Client shall:
(a) adhere to any Acceptable Use Policy;
(b) make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to the Supplier’s support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(c) ensure it has suitable licences in place for any third party software required (which is not issued or procured by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(d) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(e) not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against the Supplier in any jurisdiction or is otherwise unlawful, 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 sub-clause;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
(f) allow the Supplier or its designated subcontractors and third parties, global admin access to the Client’s relevant servers and networking systems from a user account dedicated to the Supplier for the duration of the Agreement;
(g) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record (CPOR) and/or Digital Partner of Record (DPOR) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and/or given Delegated Administration Privileges (DAP) and/or Granular Delegated Admin Privileges (GDAP) and Admin on Behalf of (AOBO) for a minimum of twelve (12) months from project completion date;
(h) in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (“XXX”) within seven (7) days of the date of issue by Microsoft. In the event that the Client does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
(i) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(j) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(k) gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; and
(l) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Statement of Work for Supplier to access or use any equipment, software or data of the Client (or which is in the possession of the Client) then it shall where it is able to do so grant to the Supplier and any of its subcontractors a non-exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services.
4.5 The Client agrees to adhere to the dates scheduled for provision of Services by the Supplier as stated in the applicable Statement of Work. If the Client wishes to reschedule or cancel the dates for the provision of the Services, the Supplier will use reasonable endeavours to re-assign allocated resources to other clients. If such re-assignment is not possible and the Client has not provided more than fourteen (14) days advance written notice, then the Client shall be liable to pay the following cancellation charges in the form of damages (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has been performed:
(a) if dates are changed or cancelled at the Client’s request more than thirty (30) days before the scheduled start date no Cancellation Charges are payable;
(b) if dates are changed or cancelled between twenty-nine (29) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
(c) if dates are changed or cancelled less than fourteen (14) days before the scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable.
4.6 The Client shall (unless otherwise specified in the Statement of Work or as otherwise set out in this Agreement):
(a) use the Services only for lawful purposes and in accordance with this Agreement;
(b) keep secure from third parties any passwords issued to the Client by the Supplier;
(c) fully virus-check all data supplied to the Supplier pursuant to this Agreement;
(d) comply with all applicable laws and regulations with respect to its activities under this Agreement; and
(e) carry out all other Client responsibilities set out in this Agreement and the Statement of Work in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
4.7 The Supplier shall not be liable for any delays or claims of whatsoever nature, which result, directly or indirectly, from the failure by the Client to comply with the reasonable requests of the Supplier or the breach by the Client of any provision of this Agreement.
Appears in 1 contract
Samples: Master Services Agreement
Responsibilities of Client. 4.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
4.2 The Client shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service.
4.3 The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable that Third Party Terms, Licence Agreements Agreements, and/or the Customer Agreement is are not applicable to the Services being received or delivered by the Supplier to the Client under this Agreement, such agreements shall not apply.
4.4 The Client shall:
(a) adhere to any Acceptable Use Policy;
(b) make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to the Supplier’s support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(c) ensure it has suitable licences in place for any third party software required (which is not issued or procured by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
(d) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(e) not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against the Supplier in any jurisdiction or is otherwise unlawful, 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 sub-clause;
(e) inform the Supplier in writing of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
(f) allow the Supplier or its designated subcontractors and third parties, continuous global admin access to the Client’s relevant servers and networking systems from a user account dedicated to the Supplier for the duration of the Agreement;
(g) where a Microsoft Cloud service is deployed / utilised within the project (Azure or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record (CPOR) and/or Digital Partner of Record (DPOR) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and/or given Delegated Administration Privileges (DAP) and/or Granular Delegated Admin Privileges (GDAP) and/or Admin on Behalf of (AOBO)for a minimum of twelve (12) months from project completion date. For the avoidance of doubt, in the event Microsoft adds to, updates and/or replaces any of the foregoing designations, this Clause 4.4(g) will apply to any such added, updated and/or replaced designations from time to time;
(h) in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (“XXX”) within seven (7) days of the date of issue by Microsoft. In the event that the Client does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
(i) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(j) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(k) gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; and
(l) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Statement of Work for the Supplier to access or use any equipment, software or data of the Client (or which is in the possession of the Client) then it shall where it is able to do so grant to the Supplier and any of its subcontractors a non-exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services.
4.5 The Client agrees to adhere to the dates scheduled for provision of Services by the Supplier as stated in the applicable Statement of Work. If the Client wishes to reschedule or cancel the dates for the provision of Services, the Supplier will use reasonable endeavours to re-assign allocated resources to other clients. If such re-assignment is not possible and the Client has not provided more than fourteen (14) days advance notice, then unless otherwise stated in the applicable Statement of Work, the Client shall be liable to pay the following cancellation charges in the form of damages (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has been performed:
(a) if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Cancellation Charges are payable;
(b) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
(c) if dates are changed or cancelled less than seven (7) days before the scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable.
4.6 The Client shall:
(a) use the Services only for lawful purposes and in accordance with this Agreement;
(b) keep secure from third parties any passwords issued to the Client by the Supplier;
(c) keep and maintain all materials, equipment, documents and other property of or provided by the Supplier which are for the time being at the Client’s Site in safe custody at the Client’s own risk and maintain them in good condition until returned to the Supplier and not dispose of or use them otherwise than in accordance with the Supplier’s written instructions or authorisation;
(d) fully virus-check all data supplied to the Supplier pursuant to this Agreement;
(e) comply with all applicable laws and regulations with respect to its activities under this Agreement; and
(f) carry out all other Client responsibilities set out in this Agreement and the Statement of Work in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the Parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
4.7 The Supplier shall not be liable for any delays or claims of whatsoever nature, which result, directly or indirectly, from the failure by the Client to comply with the reasonable requests of the Supplier or the breach by the Client of any provision of this Agreement.
4.8 In the event that the Client is in breach of its obligations under the Agreement (excluding payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend the affected Services without prejudice to any pre- existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Works and/or Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
4.9 In the event that the Client is in breach of its payment obligations under the Agreement then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing seven (7) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach the Supplier shall be entitled to terminate or suspend all Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Works and/or Service Level Arrangements as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
Appears in 1 contract
Samples: Master Services Agreement
