Responsibilities of Customer. 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time. 5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service. 5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply. 5.4 Customer shall: (a) adhere to the Fair Usage Policy; (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; (c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis: (i) if dates are changed or cancelled at the Customer’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 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Responsibilities of Customer. 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives Representative (“Customer RepresentativesRepresentative”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements Agreements, Customer Agreement and the that such terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, Agreements and/or the CSP Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 Customer shall:;
(a) adhere to the Fair Usage Acceptable Use Policy;
(b) ensure it has suitable licences 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;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if If dates are changed or cancelled at the Customer’s request more than fourteen (14) 14 days before the scheduled start date no Liquidated Damages are payable;.
(ii) if If dates are changed or cancelled between seven 7 days and 14 days before the scheduled start date Liquidated Damages equivalent to 50% of the Fees for the Services to be provided at that time will be payable.
(7iii) If dates are changed or cancelled less than 7 days before the scheduled start date Liquidated Damages equivalent to 100% of the Fees for the Services to be provided at that time will be payable.
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(f) 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 Customer does not return the XXX within the 7 days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement.;
(g) maintain continuous global admin access to the Customer’s relevant Microsoft
(h) Where a Microsoft Cloud service is deployed / utilised within the project the Customer shall assign the Supplier to be the Digital Partner of Record for a minimum of twelve (12) months from project completion date;
(i) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(j) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(k) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(l) 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;
(m) 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 Customer (or which is in the possession of the Customer) then it shall where it is able to do so grant to Supplier 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
(n) provide network and user access between Customer’s and Supplier’s data centres.
5.5 To the extent that the Supplier requires access to the Customer’s Operating Environment to perform the Dedicated Support, the Customer shall use reasonable endeavours to provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Dedicated Support subject to the Supplier complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.6 The Customer 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 Customer by the Supplier;
(c) install or, permit the Supplier to install, the current version of software required to provide the Dedicated Support from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing;
(d) provide notice of intention to change applicable Customer-side Equipment or Customer Operating Environment or data-feeds that will directly impact the Dedicated Support;
(e) comply with all applicable laws and regulations with respect to its activities under this Agreement, including those set out in Clause 20;
(f) carry out all other Customer 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 Customer'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;
(g) use the Third-Party Software and/or Software correctly in accordance with its operating instructions;
(h) notify Supplier promptly of any problems with the Third-Party Software and/or Software; and
(i) use only versions of the Third-Party Software and/or Software covered by Microsoft in mainstream or extended support unless otherwise agreed in writing.
5.7 In the event that the Customer 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) Business Days’ notice to remedy such breach if capable of remedy. If the Customer 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 Work and/or Service Level Agreements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
5.8 In the event that the Customer 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 thirty (30) days notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre- existing rights and fourteenobligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Work and/or Service Level Agreements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
Appears in 2 contracts
Samples: Acceptable Use Policy, Service Agreement
Responsibilities of Customer. 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, Agreements and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 The Customer shall:
(a) adhere to the Fair Usage Policy;
(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;
(c) co-operate with the Supplier in a timely manner all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work Order Form, Quote or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’s request more than fourteen (14) days before the scheduled start date 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 Customer. 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 The Customer shall:
(a) adhere to the Fair Usage Policy;
(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;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(ia) if dates are changed or cancelled at the Customer’s request more than fourteen (14) days before the scheduled start date no Liquidated Damages are payable;
(iib) if dates are changed or cancelled between seven (7) days and fourteenfourteen (14) days before the scheduled start date Liquidated Damages 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 Liquidated Damages equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(f) allow the Supplier global admin access to the Customer’s relevant servers and networking systems and respond promptly to any request by the Supplier for temporary elevation access 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 Digital Partner of Record (DPOR) and/or Partner Admin Link (PAL) and/or 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 Customer does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(i) allow the Supplier access to the Microsoft Connectors (or custom connectors) to enable the Supplier to undertake testing on the connector functions where applicable;
(j) provide the Supplier with a list of all endpoints that need to be protected by the Service;
(k) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(l) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(m) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(n) 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
(o) 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 Customer (or which is in the possession of the Customer) 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.
5.5 The Customer 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 Customer 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 Customer-side Equipment or Customer’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 Customer’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 and regulations with respect to its activities under this Agreement; and
(f) carry out all other Customer 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 Customer'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.
5.6 In the event that the Customer 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 Customer 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 Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
5.7 In the event that the Customer 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 Customer 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 Customer (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 Customer. 5.1 6.1. To the extent that the Supplier CompanyNet requires access to the Customer Site to perform the Services, the Customer 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 CompanyNet to perform such Services subject to the Supplier CompanyNet complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier CompanyNet in writing from time to time.
5.2 6.2. The Customer shall co-operate with the Supplier CompanyNet in all matters relating to the Services and shall appoint a minimum of two Representatives representative (“Customer RepresentativesRepresentative”), ) who shall have authority to commit the Customer on all matters relating to the relevant ServiceProject.
5.3 6.3. Customer shall;
(a) co-operate with CompanyNet in all matters relating to the Services as reasonably requested by CompanyNet;
(b) adhere to the dates scheduled for provision of Services by CompanyNet to the Customer as stated in the applicable Scope of Works or otherwise agreed between the Parties in writing. CompanyNet requires twenty (20) Business Days written notice if the Customer wishes to cancel or amend any agreed dates. If the Customer fails to give such notice, CompanyNet may charge the Customer for the Services as set out in the Proposal, Order or Scope of Works and levy a further fee for any amended date;
(c) provide such access to the Customer’s systems, software and platforms as may reasonably be requested by CompanyNet;
(d) inform CompanyNet of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(e) 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 Customer does not return the XXX within the seven (7) days’ notice period, CompanyNet may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(f) Where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite or Office365) CompanyNet will be assigned to the cloud subscription/s as the Digital Partner of Record and/or Claiming Partner of Record (as applicable) for a minimum of twelve (12) months from project completion date;
(g) allow CompanyNet or its designated subcontractors and third parties, global admin access to the Customer’s relevant servers and networking systems for the duration of the Agreement;
(h) allow CompanyNet to publicise the work CompanyNet undertakes under this Agreement for the Customer 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;
(i) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(j) provide all information and make available all resources as reasonably requested by CompanyNet in the execution of its obligations under this Agreement;
(k) use all reasonable efforts to follow the reasonable instructions of CompanyNet support personnel with respect to the resolution of defects;
(l) 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
(m) provide CompanyNet with access to the Customer’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.
6.4. To the extent that CompanyNet requires access to the Customer’s Operating Environment to perform the Managed Services, the Customer shall use reasonable endeavours to provide such access during Normal Business Hours and to provide a suitable work environment to enable CompanyNet to perform such Managed Services subject to CompanyNet complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to CompanyNet in writing from time to time.
6.5. The Customer 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 Customer by CompanyNet;
(c) fully virus-check all data supplied to CompanyNet pursuant to this Agreement;
(d) make Customer’s Operating Environment and Customer-side Equipment, required to provide the Services, accessible to CompanyNet’s support staff, enable logons or passwords required for such support staff (who will have their own logons);
(e) ensure that CompanyNet 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 CompanyNet 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;
(g) provide notice of intention to change applicable Customer-side Equipment or Customer Operating Environment or data-feeds that will directly impact the Managed Services;
(h) 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 and regulations with respect to its activities under this Agreement, including those set out in Clause 20; and
(j) carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, CompanyNet may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
6.6. In the event that the Customer is in breach of its obligations under the Agreement (including payment obligations) then CompanyNet shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) Business Days’ notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach CompanyNet shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. CompanyNet shall have no liability or responsibility should the Services fail to comply with the Scope of Works and/or Service Level Arrangements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
6.7. CompanyNet shall procure any Third-Party Software required by the Customer for the provision of the Services. CompanyNet expressly excludes any warranty to the Customer that the Third-Party Software supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the its marketing, sales or other associated documentations. The Customer shall remain liable for any and all payments owed to CompanyNet throughout this Agreement and until the end of the respective licence terms and shall adhere to any End User Licence Agreements sent by such third party in relation to the Third-Party Software.
6.8. The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Customer Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Customer Agreement is not applicable to the Services being received or delivered by the Supplier CompanyNet to the Customer under this Agreement, such agreements CSP Customer Agreement shall not apply.
5.4 6.9. If CompanyNet's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer shall:
(a) adhere or the Customer's agents, sub- contractors or employees, the Customer shall be liable to the Fair Usage Policy;
(b) ensure pay to CompanyNet on demand all reasonable costs, charges or losses sustained or incurred by it has suitable licences in place for any third party software required (which is not issued by the Supplier) subject to allow the Supplier CompanyNet confirming such costs, charges and its subcontractors full use in relation to the Services provided;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier losses to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’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 Customer. 5.1 6.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 6.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 6.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Customer Agreement shall form part of this the Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, Agreements and/or the CSP Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this the Agreement, such agreements shall not apply.
5.4 6.4 The Customer shall:
(a) adhere to the Fair Usage Acceptable Use Policy;
(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;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work Quote or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’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 fourteenfourteen (14) days before the scheduled start date Liquidated Damages 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 Liquidated Damages equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(f) allow the Supplier or its designated subcontractors, global admin access to the Customer’s relevant servers and networking systems 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 Digital Partner of Record (DPOR) and/or Partner Admin Link (PAL) and/or 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 Customer does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(i) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Customer personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time;
(j) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Customer Site against the normal risks which the Customer could reasonably be expected to insure against in respect of its own equipment;
(k) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(l) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(m) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(n) 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
(o) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Quote for the Supplier to access or use any equipment, software or data of the Customer (or which is in the possession of the Customer) 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.
6.5 The Customer shall (unless otherwise specified in any relevant Quote 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 Customer 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 Customer-side Equipment or Customer’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 Customer’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 and regulations with respect to its activities under this Agreement; and
(f) carry out all other Customer responsibilities set out in this Agreement and any Quote in a timely and efficient manner. In the event of any delays in the Customer'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.
6.6 The Customer 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 Customer, to disable the Customer's access to any material that breaches the provisions of this Clause.
6.7 In the event that the Customer 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 Customer 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 any Quote and/or Service Level Arrangements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
6.8 In the event that the Customer 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 fourteen (14) days’ notice to remedy such breach if capable of remedy. If the Customer 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 any Quotes and/or Service Level Arrangements as a direct result of the Customer (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 Customer. 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the SPLA and CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, SPLA and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 The Customer shall:
(a) adhere to the Acceptable Use Policy and Customer Fair Usage Policy. The Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this Clause 5.4(a);
(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;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’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 fourteenfourteen (14) days before the scheduled start date Liquidated Damages 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 Liquidated Damages equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(f) allow the Supplier or its designated subcontractors, global admin access to the Customer’s relevant servers and networking systems 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 and Digital Partner of Record 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 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 Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(i) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Customer personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time;
(j) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Customer Site against the normal risks which the Customer could reasonably be expected to insure against in respect of its own equipment;
(k) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(l) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(m) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(n) 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
(o) 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 Customer (or which is in the possession of the Customer) 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.
5.5 The Customer 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 Customer 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 Customer-side Equipment or Customer’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 Customer’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 and regulations with respect to its activities under this Agreement; and
(f) carry out all other Customer 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 Customer'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.
5.6 In the event that the Customer 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 Customer 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 Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
5.7 In the event that the Customer 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 Customer 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 Customer (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 Customer. 5.1 To the extent that the Supplier requires access to the Customer any Site to perform the Services, the Customer shall use reasonable endeavours to 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.3 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a Representative (“Customer Representatives”) who shall have authority to commit the Customer on all matters relating to the Services.
5.4 Customer shall:;
(a) adhere to notwithstanding Clause 10.9 be a bona fide licensed user of any Third-Party Software used by the Fair Usage PolicySupplier in its performance of the Services;
(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;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(dc) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if If dates are changed or cancelled at the Customer’s request more than fourteen (14) 14 days before the scheduled start date no Liquidated Damages are payable;
(ii) if If dates are changed or cancelled between seven (7) 7 days and fourteen14 days before the scheduled start date Liquidated Damages equivalent to 50% of the Charges for the Services to be provided at that time will be payable;
(iii) If dates are changed or cancelled less than 7 days before the scheduled start date Liquidated Damages equivalent to 100% of the Charges for the Services to be provided at that time will be payable.
(d) provide such access to the Customer’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 Customer’s premises;
(f) where applicable, allow the Supplier or its designated subcontractors and third parties, global admin access to the Customer’s relevant servers and networking systems for the duration of the Agreement;
(g) In respect of any Microsoft funded services, sign and deliver the Proof of Execution (XXX) on the last day of scheduled work;
(h) Where a Microsoft Cloud service is deployed / utilised within the project (Azure, SharePoint, Enterprise Mobility Suite, Operations Management Suite or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record and/or the Digital Partner of Record for a minimum of twelve (12) months from project completion date;
(i) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(j) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(k) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(l) 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;
(m) provide Supplier with access to the Customer’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
(n) 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 Customer (or which is in the possession of the Customer) then it shall where it is able to do so grant to Supplier 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.
Appears in 1 contract
Samples: Master Framework Agreement
Responsibilities of Customer. 5.1 6.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 6.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 6.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this the Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, Agreements and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this the Agreement, such agreements shall not apply.
5.4 6.4 The Customer shall:
(a) adhere to the Fair Usage Acceptable Use Policy;
(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;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work Service Specification or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’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 fourteenfourteen (14) days before the scheduled start date Liquidated Damages 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 Liquidated Damages equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable;
(e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
(f) allow the Supplier or its designated subcontractors, global admin access to the Customer’s relevant servers and networking systems 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 Digital Partner of Record (DPOR) and/or Partner Admin Link (PAL) and/or 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 Customer does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(i) take good care of the Supplier’s Equipment to prevent damage or loss to such equipment arising from misuse by Customer personnel in accordance with any applicable Supplier policy or instructions of the Supplier from time to time;
(j) maintain adequate policies of insurance which provide cover for the Supplier’s Equipment when located at the Customer Site against the normal risks which the Customer could reasonably be expected to insure against in respect of its own equipment;
(k) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(l) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(m) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(n) 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
(o) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Service Specification for the Supplier to access or use any equipment, software or data of the Customer (or which is in the possession of the Customer) 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.
6.5 The Customer shall (unless otherwise specified in any Relevant Service Specification 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 Customer 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 Customer-side Equipment or Customer’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 Customer’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 and regulations with respect to its activities under this Agreement; and
(f) carry out all other Customer responsibilities set out in this Agreement and any Service Specification in a timely and efficient manner. In the event of any delays in the Customer'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.
6.6 The Customer 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 Customer, to disable the Customer's access to any material that breaches the provisions of this Clause.
6.7 In the event that the Customer 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 Customer 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 any Service Specification and/or Service Level Arrangements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
6.8 In the event that the Customer 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 fourteen (14) days’ notice to remedy such breach if capable of remedy. If the Customer 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 any Service Specifications and/or Service Level Arrangements as a direct result of the Customer (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 Customer. 5.1 7.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 7.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 7.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 7.4 The Customer shall:
(a) adhere to the any Fair Usage Policy;
(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 sub-contractors full use in relation to the Services provided;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, unless otherwise stated in the Statement of Work, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled less than twenty four (24) hours, one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable together with any reasonable travel costs travelling to and from any Customer Site incurred by the Customer’s request more than fourteen (14) days before Supplier during that period in anticipation of providing the scheduled start date no Liquidated Damages are payable;Services; and
(ii) if dates are changed or cancelled between twenty four (24) hours and seven (7) days before the scheduled start date, Liquidated Damaged equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable. Notwithstanding this Clause 7.4(c), any bespoke or non-cancellable Deliverables, and/or Goods cannot be cancelled;
(d) provide such access to the Customer’s systems, software, platforms and fourteenequipment as may reasonably be requested by the Supplier;
(e) prepare the Customer’s Site and at all reasonable times permit full and free access to the Customer’s Site and to the Maintained Equipment to the Supplier, its employees, contractors and agents and other applicable Third Party Suppliers, and provide them with adequate and safe working space, and any telecommunications facilities as are reasonably required to enable the Supplier or relevant Third Party Supplier (as the case may be) to perform the applicable Services;
(f) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(g) inform the Supplier in writing of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s Sites;
(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 Customer does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(i) maintain and provide the Supplier with continuous global admin access to the Customer’s relevant services and network for the duration of the Agreement;
(j) where a Microsoft Cloud service is deployed / utilised the Customer shall assign the Supplier as the Claiming Partner of Record for that particular Service for the duration of the Agreement and for a period of twelve (12) months after the end of the Agreement;
(k) allow the Supplier to publicise the work the Supplier undertakes under the Agreement for the Customer including but not limited to case studies. For the avoidance of doubt, this shall, subject to obtaining the Customer’s consent in accordance with Clause 37, include use of any and all logo’s and trademark names;
(l) allow the Supplier or its designated subcontractors and applicable Third Party Suppliers, global admin access to the Customer’s relevant servers and networking systems for the duration of the Agreement;
(m) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(n) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(o) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(p) 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;
(q) provide the Supplier with access to the Customer’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;
(r) use the Third-Party Services, Software and/or Maintained Equipment correctly in accordance with itsoperating instructions;
(s) notify the Supplier promptly of any problems with the Managed Services, Maintained Equipment, Third Party Services and/or Software; and
(t) 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 Customer (or which is in the possession of the Customer) 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.
7.5 Where wide area network (“WAN”) is applicable, the Customer agrees to:
(a) prepare the Customer Site and provide a suitable place, conditions, connection points and electricity for other Third Party Supplier equipment at the Customer’s Site in accordance with applicable Third Party Supplier’s reasonable instructions, if any;
(b) obtain all necessary third party consents (excluding wayleaves or third party consents ordinarily obtained by applicable Third Party Supplier);
(c) provide reasonable assistance to applicable Third Party Supplier where applicable Third Party Supplier is the party obliged to obtain necessary third party consents;
(d) ensure that any equipment connected to the service is technically compatible with the service and not harm the network, the service or applicable Third Party Supplier’s equipment or another customer’s network or equipment;
(e) connect the service and use it in line with any relevant instructions or laws;
(f) connect the service and use it in line with any relevant standards including any standards set out in the relevant SIN referred to in the product handbook; and
(g) connect equipment to the service only by using the NTE provided with the service, unless otherwise agreed in writing by the Parties.
7.6 The Supplier will not be liable for failure to meet any Service Level Arrangement or other obligations under this Agreement to the extent that such failure was caused by equipment found to be connected otherwise than in accordance with Clause 7.5.
7.7 The Customer 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 and maintain all materials, equipment, documents and other property of or provided by the Supplier which are for the time being at the Customer’s Site in safe custody at the Customer’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;
(c) keep secure from third parties any passwords issued to the Customer by the Supplier;
(d) fully virus-check all data supplied to the Supplier pursuant to the Agreement;
(e) make the Customer’s Operating Environment and Customer-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);
(f) ensure that any Customer-side Equipment is in good working order and suitable for the purposes for which it is used;
(g) 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 third party products but it is the Customer’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 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;
(h) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Customer-side Equipment or Customer’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 Customer’s systems to an acceptable state for continued support, and will charge accordingly at its then standard Rates;
(i) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(j) ensure that active support is available for third party applications such as Sage, PS Financials;
(k) ensure that all software is legally and correctly licensed;
(l) notify the Supplier of any additional items of equipment or software which have been added to, or removed from the Business System; and
(m) carry out all other Customer 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 Customer'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.
7.8 In the event that the Customer 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) Business Days’ notice to remedy such breach if capable of remedy. If the Customer 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 Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
7.9 In the event that the Customer 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 Customer fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any preexisting 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 Customer (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 Customer. 5.1 8.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 8.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 8.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 8.4 The Customer shall:
(a) adhere to the any Fair Usage Policy;
(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 sub-contractors full use in relation to the Services provided;
(c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, unless otherwise stated in the Statement of Work, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled less than twenty four (24) hours, one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable together with any reasonable travel costs travelling to and from any Customer Site incurred by the Customer’s request more than fourteen (14) days before Supplier during that period in anticipation of providing the scheduled start date no Liquidated Damages are payable;Services; and
(ii) if dates are changed or cancelled between twenty four (24) hours and seven (7) days before the scheduled start date, Liquidated Damaged equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable. Notwithstanding this Clause 8.4(c), any bespoke or non-cancellable Deliverables, and/or Goods cannot be cancelled;
(d) provide such access to the Customer’s systems, software, platforms and fourteenequipment as may reasonably be requested by the Supplier;
(e) prepare the Customer’s Site and at all reasonable times permit full and free access to the Customer’s Site and to the Maintained Equipment to the Supplier, its employees, contractors and agents and other applicable Third Party Suppliers, and provide them with adequate and safe working space, and any telecommunications facilities as are reasonably required to enable the Supplier or relevant Third Party Supplier (as the case may be) to perform the applicable Services;
(f) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(g) inform the Supplier in writing of all health and safety rules and regulations and any other reasonable security requirements that apply at the Customer’s Sites;
(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 Customer does not return the XXX within the seven (7) days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
(i) maintain and provide the Supplier with continuous global admin access to the Customer’s relevant services and network for the duration of the Agreement;
(j) where a Microsoft Cloud service is deployed / utilised the Customer shall assign the Supplier as the Claiming Partner of Record for that particular Service for the duration of the Agreement and for a period of twelve (12) months after the end of the Agreement;
(k) allow the Supplier to publicise the work the Supplier undertakes under the Agreement for the Customer including but not limited to case studies. For the avoidance of doubt, this shall, subject to obtaining the Customer’s consent in accordance with Clause 38, include use of any and all logo’s and trademark names;
(l) allow the Supplier or its designated subcontractors and applicable Third Party Suppliers, global admin access to the Customer’s relevant servers and networking systems for the duration of the Agreement;
(m) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
(n) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement;
(o) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
(p) 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;
(q) provide the Supplier with access to the Customer’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;
(r) use the Third Party Services, Software and/or Maintained Equipment correctly in accordance with its operating instructions;
(s) notify the Supplier promptly of any problems with the Managed Services, Maintained Equipment, Third Party Services and/or Software; and
(t) 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 Customer (or which is in the possession of the Customer) 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.
8.5 Where wide area network (“WAN”) is applicable, the Customer agrees to:
(a) prepare the Customer Site and provide a suitable place, conditions, connection points and electricity for BT or other Third Party Supplier equipment at the Customer’s Site in accordance with BT’s or applicable Third Party Supplier’s reasonable instructions, if any;
(b) obtain all necessary third party consents (excluding wayleaves or third party consents ordinarily obtained by BT or applicable Third Party Supplier);
(c) provide reasonable assistance to BT or applicable Third Party Supplier where BT or applicable Third Party Supplier is the party obliged to obtain necessary third party consents;
(d) ensure that any equipment connected to the service is technically compatible with the service and not harm the network, the service or BT or applicable Third Party Supplier’s equipment or another customer’s network or equipment;
(e) connect the service and use it in line with any relevant instructions or laws;
(f) connect the service and use it in line with any relevant standards including any standards set out in the relevant SIN referred to in the product handbook; and
(g) connect equipment to the service only by using the NTE provided with the service, unless otherwise agreed in writing by the Parties.
8.6 The Supplier will not be liable for failure to meet any Service Level Arrangement or other obligations under this Agreement to the extent that such failure was caused by equipment found to be connected otherwise than in accordance with Clause 8.5.
8.7 The Customer 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 and maintain all materials, equipment, documents and other property of or provided by the Supplier which are for the time being at the Customer’s Site in safe custody at the Customer’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;
(c) keep secure from third parties any passwords issued to the Customer by the Supplier;
(d) fully virus-check all data supplied to the Supplier pursuant to the Agreement;
(e) make the Customer’s Operating Environment and Customer-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);
(f) ensure that any Customer-side Equipment is in good working order and suitable for the purposes for which it is used;
(g) 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 third party products but it is the Customer’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 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;
(h) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Customer-side Equipment or Customer’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 Customer’s systems to an acceptable state for continued support, and will charge accordingly at its then standard Rates;
(i) comply with all applicable laws and regulations with respect to its activities under this Agreement;
(j) ensure that active support is available for third party applications such as Sage, PS Financials;
(k) ensure that all software is legally and correctly licensed;
(l) notify the Supplier of any additional items of equipment or software which have been added to, or removed from the Business System; and
(m) carry out all other Customer 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 Customer'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.
8.8 In the event that the Customer 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) Business Days’ notice to remedy such breach if capable of remedy. If the Customer 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 Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
8.9 In the event that the Customer 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 Customer 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 Customer (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 Customer. 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer 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 Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a minimum of two Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the CSP Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the CSP Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 Customer shall:
(a) adhere to the Fair Usage Policy;
(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;
(cb) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
(dc) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’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
