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Common use of Responsibilities of Client Clause in Contracts

Responsibilities of Client. 7.1. 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 Clause 1.1(h) 7.2. 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. 7.3. The Client agrees and acknowledges the terms of the applicable Licence Agreements shall form part of the Agreement. For the avoidance of doubt, the Client gives express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order so the Supplier may fulfil the Services and to provide such Third Party Services and the Client shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of the Client. In the event the applicable Licence Agreements are not applicable to the Services being received or delivered by the Supplier to the Client under the Agreement, such agreements shall not apply. 7.4. The Client shall: (a) 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; (b) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (c) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable Order Pack 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, cancellation charges (“Cancellation Charges”) 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 Cancellation Charges are payable; (ii) 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; (iii) 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; (d) provide such access to the Client’s systems, software and platforms as may reasonably be requested by the Supplier; (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) in respect of any Microsoft funded services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work; (g) where necessary for the provision of the Services being provided, maintain continuous global admin access to the Client’s relevant Microsoft cloud services portals for the duration of the Agreement; (h) where a Microsoft Cloud service is deployed / utilised, the Client shall assign the Supplier as the Digital Partner of Record and/or Claiming Partner of Record and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for that particular Service for a minimum of twelve (12) months; (i) 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 Admin on Behalf of (AOBO) for a minimum of twelve (12) months from termination or expiry of the relevant Services; (j) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Client personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time; (k) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Client Site against the normal risks which the Client could reasonably be expected to insure against in respect of its own equipment; (l) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (m) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement; (n) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects; (o) 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 (p) 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 Pack 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 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; and (q) allow the Supplier to publicise the work the Supplier undertakes under the Agreement for the Client including but not limited to case studies. For the avoidance of doubt, this shall, subject to obtaining the Client’s consent, include use of any and all logos and trademark names. 7.5. The Client shall (unless otherwise specified in the Order Pack 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) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing; (d) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, the Supplier will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard charging rate; (e) comply with all Applicable Laws with respect to its activities under this Agreement; and (f) carry out all other Client responsibilities set out in this Agreement and the Order Pack 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. 7.6. The Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) 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. 7.7. The Client shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or (b) attempt to adapt, make error corrections, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service which competes with all or any part of the Services (including the Software) during the term of this Agreement and for a period of six (6) years thereafter; or (d) use the Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 7.7; or (g) introduce or permit the introduction of any virus or vulnerability into the Supplier's network and information systems. 7.8. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier. 7.9. 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 Order Packs 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. 7.10. 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 Order Packs 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 2 contracts

Samples: Master Services Agreement, Master Services Agreement

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Responsibilities of Client. 7.16.1. 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 Clause 1.1(h). 7.26.2. 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. 7.36.3. The Client agrees and acknowledges the terms of the applicable Licence Agreements shall form part of the Agreement. For the avoidance of doubt, the Client gives express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order so the Supplier may fulfil the Services and to provide such Third Party Services and the Client shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of the Client. In the event the applicable Licence Agreements are not applicable to the Services being received or delivered by the Supplier to the Client under the Agreement, such agreements shall not apply. 7.46.4. The Client shall: (a) adhere to any acceptable use policy provided by the Supplier from time to time; (b) 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; (bc) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (cd) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable Order Pack 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, cancellation charges (“Cancellation Charges”) 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 Cancellation Charges are payable; (ii) 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; (iii) 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; (de) provide such access to the Client’s systems, software and platforms as may reasonably be requested by the Supplier; (ef) 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; (fg) in respect of any Microsoft funded services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work; (gh) where necessary for the provision of the Services being provided, maintain continuous global admin access to the Client’s relevant Microsoft cloud services portals for the duration of the Agreement; (hi) where a Microsoft Cloud service is deployed / utilised, the Client shall assign the Supplier as the Digital Partner of Record and/or Claiming Partner of Record and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for that particular Service for a minimum of twelve (12) months; (ij) 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 Admin on Behalf of (AOBO) for a minimum of twelve (12) months from termination or expiry of the relevant Services; (jk) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Client personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time; (kl) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Client Site against the normal risks which the Client could reasonably be expected to insure against in respect of its own equipment; (lm) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (mn) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement; (no) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects; (op) 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 (pq) 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 Pack 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 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; and (qr) allow the Supplier to publicise the work the Supplier undertakes under the Agreement for the Client including but not limited to case studies. For the avoidance of doubt, this shall, subject to obtaining the Client’s consent, include use of any and all logos logo’s and trademark names. 7.56.5. The Client shall (unless otherwise specified in the Order Pack 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) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing; (d) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, the Supplier will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard charging rate; (e) comply with all Applicable Laws with respect to its activities under this Agreement; and (f) carry out all other Client responsibilities set out in this Agreement and the Order Pack 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. 7.66.6. The Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) 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. 7.76.7. The Client shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or (b) attempt to adapt, make error corrections, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service which competes with all or any part of the Services (including the Software) during the term of this Agreement and for a period of six (6) years thereafter; or (d) use the Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 7.76.7; or (g) introduce or permit the introduction of any virus or vulnerability into the Supplier's network and information systems. 7.86.8. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier. 7.96.9. 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 Order Packs 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. 7.106.10. 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 Order Packs 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

Responsibilities of Client. 7.1. 5.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall use reasonable endeavours to provide such access during Normal Business Hours normal business hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with Clause 1.1(h)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. 7.2. 5.2 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 Representative (“Client RepresentativesRepresentative”), who shall have authority to commit the Client on all matters relating to the relevant ServiceProject. 7.3. The Client agrees and acknowledges the terms of the applicable Licence Agreements shall form part of the Agreement. For the avoidance of doubt, the Client gives express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order so the Supplier may fulfil the Services and to provide such Third Party Services and the Client shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of the Client. In the event the applicable Licence Agreements are not applicable to the Services being received or delivered by the Supplier to the Client under the Agreement, such agreements shall not apply. 7.4. The 5.3 Client shall:; (a) ensure it has suitable licences Notwithstanding clause 12.9, be a bona fide licenced user of all Third Party Software used in place for any third party software required (which is not issued by the Supplier) to allow provision of the Supplier and its subcontractors full use in relation to the Services providedServices; (b) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (c) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable Order Pack Service Specification 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, cancellation charges liquidated damages (“Cancellation ChargesLiquidated Damages”) will become payable from the Client to the Supplier on the following basis: (i) if If dates are changed or cancelled at the Client’s request more than fourteen (14) 14 days before the scheduled start date no Cancellation Charges Liquidated Damages are payable;. (ii) if If dates are changed or cancelled between seven (7) 7 days and fourteen (14) 14 days before the scheduled start date Cancellation Charges Liquidated Damages equivalent to fifty percent (50%) % of the Fees for the Services to be provided at that time will be payable;. (iii) if If dates are changed or cancelled less than seven (7) 7 days before the scheduled start date Cancellation Charges Liquidated Damages equivalent to one hundred percent (100%) % of the Fees for the Services to be provided at that time will be payable;. (d) provide such access to the Client’s systems, software and platforms as may reasonably be requested by the Supplier; (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) in respect of any Microsoft funded services, sign and deliver allow the Proof of Execution (XXX) on the last day of scheduled work; (g) where necessary for the provision of the Services being provided, Supplier to maintain continuous global admin access to the Client’s relevant Microsoft cloud services portals for the duration of the Agreement (g) in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (“XXX”) within 7 days of the date of issue by Microsoft. In the event that the Client does not return the XXX within the 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; (h) where a Microsoft Cloud service is deployed / utilised, the Client shall assign the Supplier as the Digital Partner of Record and/or Claiming Partner of Record and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for that particular Service for a minimum of twelve (12) months; (i) where 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 and Digital Partner of Record (DPOR) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for a minimum of twelve (12) months from termination or expiry project completion date; (i) allow the Supplier to publicise the work the Supplier undertakes under this Agreement for the Client including but not limited to case studies. For the avoidance of the relevant Servicesdoubt, this shall include use of any and all logo’s and trademark names; (j) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Client personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time; (k) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Client Site against the normal risks which the Client could reasonably be expected to insure against in respect of its own equipment; (l) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (mk) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement; (nl) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects; (om) 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; (n) provide Supplier with access to the Client’s production computer system via a secure broadband link operating at the industry accepted bandwidth for the purposes of remote diagnostics should such capability be required; and (po) 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 Pack Service Specification 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 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; and. (q) allow 5.4 To the extent that the Supplier requires access to the Client’s Operating Environment to perform the Managed Services, the Client shall use reasonable endeavours to provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to publicise the work perform such Managed Services subject to the Supplier undertakes under the Agreement for complying with such internal policies and procedures of the Client (including but not limited those relating to case studies. For security and health and safety) as may be notified to the avoidance of doubt, this shall, subject Supplier in writing from time to obtaining the Client’s consent, include use of any and all logos and trademark namestime. 7.5. 5.5 The Client shall (unless otherwise specified in the Order Pack or as otherwise set out in this Agreement):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) fully virus-check all data supplied to the Supplier pursuant to this Agreement; (d) make 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 (who will have their own logons); (e) ensure that the Supplier is able to access the systems needed to provide remote support, including but not limited to remote desktop access or screen sharing system. The Supplier can provide screen sharing capabilities via Teams but it is the Client’s responsibility to ensure that this works in their configuration or to provide another option. For the avoidance of doubt, remote access to the systems will take the form of a connection to the Supplier’s monitoring platform. The exact method of connectivity will be agreed but can take the form of an internet-based connection or via VPN as required by the Client’s security guidelines. (f) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing; (dg) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Client Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, the Supplier will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard charging rate; (eh) gather all relevant information prior to requesting assistance including detailed fault description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a fault should be included such as network configuration details; (i) comply with all Applicable Laws applicable laws and regulations with respect to its activities under this Agreement, including those set out in Clause 20; and (fj) carry out all other Client responsibilities set out in this Agreement and the Order Pack 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. 7.6. The Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) 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. 7.7. The Client shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or (b) attempt to adapt, make error corrections, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service which competes with all or any part of the Services (including the Software) during the term of this Agreement and for a period of six (6) years thereafter; or (d) use the Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 7.7; or (g) introduce or permit the introduction of any virus or vulnerability into the Supplier's network and information systems. 7.8. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier. 7.9. 5.6 In the event that the Client is in breach of its obligations under the Agreement (excluding including payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) daysBusiness 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 Order Packs Service Specifications 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. 7.105.7 The Client agrees and acknowledges the terms of the Customer Agreement. In For the avoidance of doubt, in the event that the Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Client is in breach of its payment obligations under the this Agreement, such Customer Agreement then the Supplier terms 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 Order Packs 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 Agreementnot apply.

Appears in 1 contract

Samples: Master Services Agreement

Responsibilities of Client. 7.1. 5.1 To the extent that the Supplier requires access to the Client Site to perform the Services, the Client shall use reasonable endeavours to provide such access during Normal Business Hours normal business hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with Clause 1.1(h)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. 7.2. 5.2 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 Representative (“Client RepresentativesRepresentative”), who shall have authority to commit the Client on all matters relating to the relevant ServiceProject. 7.3. The Client agrees and acknowledges the terms of the applicable Licence Agreements shall form part of the Agreement. For the avoidance of doubt, the Client gives express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order so the Supplier may fulfil the Services and to provide such Third Party Services and the Client shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of the Client. In the event the applicable Licence Agreements are not applicable to the Services being received or delivered by the Supplier to the Client under the Agreement, such agreements shall not apply. 7.4. The 5.3 Client shall:; (a) ensure it has suitable licences Notwithstanding clause 12.9, be a bona fide licenced user of all Third Party Software used in place for any third party software required (which is not issued by the Supplier) to allow provision of the Supplier and its subcontractors full use in relation to the Services providedServices; (b) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (c) adhere to the dates scheduled for provision of Services by the Supplier to the Client as stated in the applicable Order Pack Service Specification 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, cancellation charges liquidated damages (“Cancellation ChargesLiquidated Damages”) will become payable from the Client to the Supplier on the following basis: (i) if If dates are changed or cancelled at the Client’s request more than fourteen (14) 14 days before the scheduled start date no Cancellation Charges Liquidated Damages are payable;. (ii) if If dates are changed or cancelled between seven (7) 7 days and fourteen (14) 14 days before the scheduled start date Cancellation Charges Liquidated Damages equivalent to fifty percent (50%) % of the Fees for the Services to be provided at that time will be payable;. (iii) if If dates are changed or cancelled less than seven (7) 7 days before the scheduled start date Cancellation Charges Liquidated Damages equivalent to one hundred percent (100%) % of the Fees for the Services to be provided at that time will be payable;. (d) provide such access to the Client’s systems, software and platforms as may reasonably be requested by the Supplier; (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) in In respect of any Microsoft funded services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work; (g) where necessary for the provision of the Services being provided, maintain continuous global admin access to the Client’s relevant Microsoft cloud services portals for the duration of the Agreement; (h) where a Microsoft Cloud service is deployed / utilised, the Client shall assign the Supplier as the Digital Partner of Record and/or Claiming Partner of Record and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for that particular Service for a minimum of twelve (12) months; (i) where 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 Digital Partner of Record and/or 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 Admin on Behalf of (AOBOas applicable) for a minimum of twelve (12) months from termination project completion date; (h) allow the Supplier or expiry its designated subcontractors and third parties, global admin access to the Client’s relevant servers and networking systems for the duration of the relevant ServicesAgreement; (i) allow the Supplier to publicise the work the Supplier undertakes under this Agreement for the Client including but not limited to case studies. For the avoidance of doubt, this shall include use of any and all logo’s and trademark names; (j) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Client personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time; (k) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Client Site against the normal risks which the Client could reasonably be expected to insure against in respect of its own equipment; (l) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (mk) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement; (nl) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects; (om) 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; (n) provide Supplier with access to the Client’s production computer system via a secure broadband link operating at the industry accepted bandwidth for the purposes of remote diagnostics should such capability be required; and (po) 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 Pack Service Specification 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 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; and. (q) allow 5.4 To the extent that the Supplier requires access to the Client’s Operating Environment to perform the Managed Services, the Client shall use reasonable endeavours to provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to publicise the work perform such Managed Services subject to the Supplier undertakes under the Agreement for complying with such internal policies and procedures of the Client (including but not limited those relating to case studies. For security and health and safety) as may be notified to the avoidance of doubt, this shall, subject Supplier in writing from time to obtaining the Client’s consent, include use of any and all logos and trademark namestime. 7.5. 5.5 The Client shall (unless otherwise specified in the Order Pack or as otherwise set out in this Agreement):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) fully virus-check all data supplied to the Supplier pursuant to this Agreement; (d) make 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 (who will have their own logons); (e) ensure that the Supplier is able to access the systems needed to provide remote support, including but not limited to remote desktop access or screen sharing system; (f) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing; (dg) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Client Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, the Supplier will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard charging rate; (eh) gather all relevant information prior to requesting assistance including detailed fault description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a fault should be included such as network configuration details; (i) comply with all Applicable Laws applicable laws and regulations with respect to its activities under this Agreement, including those set out in Clause 20; and (fj) carry out all other Client responsibilities set out in this Agreement and the Order Pack 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. 7.6. The Client shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) 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. 7.7. The Client shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or (b) attempt to adapt, make error corrections, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service which competes with all or any part of the Services (including the Software) during the term of this Agreement and for a period of six (6) years thereafter; or (d) use the Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 7.7; or (g) introduce or permit the introduction of any virus or vulnerability into the Supplier's network and information systems. 7.8. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier. 7.9. 5.6 In the event that the Client is in breach of its obligations under the Agreement (excluding including payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) daysBusiness 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 Order Packs Service Specifications 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. 7.105.7 The Client agrees and acknowledges the terms of the Customer Agreement. In For the avoidance of doubt, in the event that the Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Client is in breach of its payment obligations under the this Agreement, such Customer 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 Order Packs 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 Agreementnot apply.

Appears in 1 contract

Samples: Master Services Agreement

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Responsibilities of Client. 7.1. 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 Clause 1.1(h)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. 7.2. 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. 7.3. 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 the this Agreement. For the avoidance of doubt, in the Client gives express authority to the Supplier to agree and accept any Licence Agreements which need to be accepted in order so the Supplier may fulfil the Services and to provide such event that Third Party Services and Terms, Licence Agreements, and/or the Client shall not hold the Supplier liable for any loss or damage caused by accepting such Licence Agreements on behalf of the Client. In the event the applicable Licence Agreements Customer Agreement are not applicable to the Services being received or delivered by the Supplier to the Client under the this Agreement, such agreements shall not apply. 7.4. 4.4 The Client shall: (a) adhere to any Acceptable Use Policy or Fair Usage 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; (bd) ensure it obtains all requisite licences, consents and permissions and permit or obtain permission for the Supplier and its subcontractors to have access to the Client’s Site(s); (e) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (cf) adhere 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 dates scheduled for provision of Services by the Supplier Client, to the Client as stated in the applicable Order Pack 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, cancellation charges (“Cancellation Charges”) will become payable from the Client to the Supplier on the following basis: (i) if dates are changed or cancelled at disable the Client’s request more than fourteen (14) days before 's access to any material that breaches the scheduled start date no Cancellation Charges are payableprovisions of this sub-clause; (ii) 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; (iii) 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; (d) provide such access to the Client’s systems, software and platforms as may reasonably be requested by the Supplier; (eg) 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; (fh) in respect not compromise the security of any Microsoft funded servicesthe Supplier’s Equipment or other systems, sign and deliver the Proof of Execution (XXX) on the last day of scheduled workincluding by introducing viruses or failing to employ appropriate security procedures; (gi) where necessary for not enable or permit unauthorised access by the provision Client or third parties to data stored on the network; (j) not cause a degradation of service to any of the Services being providedSupplier’s other clients; (k) not send unsolicited marketing or advertising materials; (l) not transmit or store of any material of a pornographic, maintain obscene, defamatory, menacing or offensive nature or which would result in the breach of any third party’s Intellectual Property Rights, Confidential Information or privacy; (m) allow the Supplier or its designated subcontractors and third parties, continuous global admin access to the Client’s relevant Microsoft cloud services portals servers and networking systems from a user account dedicated to the Supplier for the duration of the Agreement; (h) where a Microsoft Cloud service is deployed / utilised, the Client shall assign the Supplier as the Digital Partner of Record and/or Claiming Partner of Record and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and Admin on Behalf of (AOBO) for that particular Service for a minimum of twelve (12) months; (in) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite 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 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 termination or expiry project completion date. For the avoidance of doubt, in the event Microsoft adds to, updates and/or replaces any of the relevant Services; (jforegoing designations, this Clause 1.1(n) take good care of the Supplier’s Equipment will apply to prevent damage or loss to any such equipment arising from misuse by Client personnel in accordance with any applicable Supplier policy or instructions of the Supplier added, updated and/or replaced designations from time to time; (ko) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Client Site against the normal risks which the Client could reasonably be expected to insure against in respect of its own equipmentany 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; (l) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (mp) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement; (nq) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects; (or) 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 (ps) 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 Pack 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; and (q) allow the Supplier to publicise the work the Supplier undertakes under the Agreement for the Client including but not limited to case studies. For the avoidance of doubt, this shall, subject to obtaining the Client’s consent, include use of any and all logos and trademark names. 7.5. The Client shall (unless otherwise specified in the Order Pack or 4.5 Except as otherwise expressly set out in this Agreement):Agreement or a Statement of Work, the Client will be responsible for providing all necessary hardware, software, network facilities and telecommunications services (“Client Equipment”) to access and make use of the Services provided by the Supplier. 4.6 The Client is responsible for: (a) use ensuring that the Services only for lawful purposes and in accordance Client Equipment meets the minimum technical specifications as notified by the Supplier required to be compatible with this Agreementthe Services; (b) keep secure from third parties any passwords issued to ensuring that the Client by the SupplierEquipment is supplied and maintained in a safe condition, in good working order and that it complies with all applicable legislation or regulations; (c) permit obtaining all required licences or other consents to enable the Supplier to install have access to and use of the current version Client Equipment for the purpose of providing the Services including, but not limited to, any licence rights in respect of software required to provide which forms a part of the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing; (d) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, the Supplier will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard charging rate; (e) comply with all Applicable Laws with respect to its activities under this Agreement; and (f) carry out all other Client responsibilities set out in this Agreement and the Order Pack 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. 7.6Equipment. The Client shall not access, store, distribute or transmit is solely responsible for any viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; costs associated with obtaining such licences 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 Clauseconsents. 7.7. The Client shall not, except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under this Agreement: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services (as applicable) in any form or media or by any means; or (b) attempt to adapt, make error corrections, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service which competes with all or any part of the Services (including the Software) during the term of this Agreement and for a period of six (6) years thereafter; or (d) use the Services to provide services to third parties; or (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 7.7; or (g) introduce or permit the introduction of any virus or vulnerability into the Supplier's network and information systems. 7.8. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Supplier. 7.9. 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 Order Packs 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. 7.10. 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 Order Packs 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

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