Service Provider Obligations Clause Samples

Service Provider Obligations. A. Immediately upon the execution of this Agreement, Service Provider will take all steps required to complete the process established by LLC for qualifying as an authorized Iridium Global Service Provider as generally described in Exhibit D hereto. Upon completion of qualification, LLC shall provide written notice to Service Provider of the Commencement Date established by LLC for this Agreement. In the event Service Provider fails to qualify within ninety (90) days from the date hereof (or sooner in the event LLC determines that Service Provider cannot, with the exercise of due diligence, meet the qualifications within such ninety day period), this Agreement shall thereupon be null and void and the parties shall be relieved and released from any further liability hereunder. LLC shall have sole discretion in determining whether to authorize Service Provider as an authorized Iridium Global Service Provider. Upon qualification, Service Provider shall use commercially reasonable efforts to market and sell access to and usage of Iridium Services to Subscribers pursuant to the terms of this Agreement. Service Provider shall provide Regular Reports to LLC as specified in Exhibit B hereto. B. Service Provider shall obtain and maintain, at its own expense, all regulatory and legal licenses and certifications, Governmental or otherwise, necessary for Service Provider, its employees, agents and distributors to provide Iridium Services and equipment under the terms of this Agreement. C. Service Provider shall perform all accounting, billing and collections activities necessary respecting its customers and shall be solely responsible for all expenses related to the performance of such services. D. Service Provider shall be solely responsible for all taxes, tariffs and surcharges, if any, arising from the provision of Iridium Services by Service Provider to its customers. This includes but is not limited to Service Provider being responsible for payment or reimbursement of any goods and services taxes and income taxes, universal service levies, charges, levies, duties, withholding, usage or other fees which may be asserted against Service Provider or LLC by any local, state or national government entity with respect to or arising out of the provision of Iridium Services hereunder. All stated pricing set forth in Exhibit C is exclusive of all such taxes. E. Service Provider shall provide its Subscribers with only LLC-approved ISUs. Service Provider shall acquire such I...

Service Provider Obligations. Service Provider shall make the Software and the Services required for provisioning the Software (Software and Services hereinafter together and individually may also be referred to as “Service” or “Services”) available to Customer as described in the Services Description and in the Services Specific Terms (together hereinafter referred to as “Services Description”) referenced in the Order Forms and according to the terms and conditions of this Agreement. Service Provider may amend the Services from time to time, provided that such amendments shall not materially diminish the overall Service. Service Provider aims to provide the Software access to Customer within two (2) working days upon the Effective Date, unless otherwise set forth in the Services Description. The Software may consist of a web application provided to Customer in form of a software as a service solution and a mobile application to be installed by Customer on its mobile device. The agreed scope and quality of the Services is exclusively set forth in the Services Description. Public statements concerning the Service made by Service Provider or its agents will only take form when expressively confirmed by Service Provider in writing. Notwithstanding section 7.1, information and specifications contained within the Services Description shall not qualify as warranty or guarantee with regards to the Service’s quality or as any other kind of guarantee, unless they have been confirmed as such by Service Provider in writing. Service Provider may update and improve the Services from time to time; any such Updates, meaning software that remedies "Defects" (as defined in section 7.4) in the Services and/or may include minor improvements of the Services, are included in the Agreement. In addition to Updates, Service Provider may offer Upgrades and/or Add-On Services to the Services, where “Upgrades” mean new capabilities or functionalities of the Services and “Add-On Services” either mean (i) new and/or additional functionality packages in form of separate modules to the Services, or (ii) integrations or connection applications with other Hilti or third party software applications. Upgrades and Add-On Services are only subject to the Agreement, if ordered separately and paid for by Customer, where additional terms and conditions may apply.

Service Provider Obligations. The Service Provider shall:

Service Provider Obligations. The Service Provider shall: provide the Event Services in accordance with the terms set forth in this Agreement and the detailed scope outlined in Schedule 1. The Service Provider shall ensure that all Event Services are performed in a timely, efficient, and professional manner; maintain effective and open communication with the Client throughout the planning and execution phases. This includes timely updates regarding progress, issues, and any necessary changes to the Event; coordinate with all relevant vendors and third party suppliers, ensuring that each party adheres to the agreed-upon timelines and quality standards. The Service Provider shall use commercially reasonable efforts to manage vendor relationships and address any issues that may arise; develop and implement contingency plans to mitigate potential disruptions or unforeseen circumstances that could impact the Event. The Service Provider is responsible for notifying the Client promptly if any adjustments become necessary; and adhere to all applicable laws, regulations, and industry standards, as well as the internal policies and guidelines of the Service Provider. The Service Provider shall ensure that all actions related to the Event meet the Client’s quality and safety expectations.

Service Provider Obligations. (a) The Service Provider shall obtain copies of the IPC Standards described in Section 1.1(a) of this Schedule from time to time during the Term from the Minister’s website at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇/infection-prevention-and- control.aspx (b) The Service Provider shall obtain information about the approval and licensing of reusable medical devices under Section 1.1(b) of this Schedule from Health Canada or by consulting Health Canada’s website at: www.hc- ▇▇.▇▇.▇▇/▇▇▇-▇▇▇/▇▇▇▇▇▇▇▇▇▇▇/▇▇-▇▇_▇.▇▇▇▇

Service Provider Obligations. 4.1 The Service Provider shall perform the Services to that standard of care and skill to be expected of a Service Provider who regularly acts in the capacity in which the Service Provider is appointed and who possesses the knowledge, skill and experience of a Service Provider qualified to act in that capacity. 4.2 The Service Provider shall not make any material alteration, or addition to, or omission from approved design, budget or programme without the written consent of CPUT and /or the Principal Service Provider except when required to do so by any applicable law or when arising from an emergency. In such circumstances, the Service Provider shall notify CPUT in writing, Principal Service Provider and other Service Providers involved as soon as practicable of the action taken. 4.3 If the Service Provider considers that information, documents and other particulars made available to it by CPUT are inadequate or contain errors or ambiguities, the Service Provider shall give written notice within 7 (seven) working days after the receipt of such information to CPUT detailing the errors or ambiguities. 4.4 The Service Provider shall submit to The Project Manager a program or plan for the performance and completion of the Services within 7 (seven) days after the signing of this Agreement. 4.5 In the event that CPUT appoints other professionals/ Service Providers in the same project the Service Provider must liaise, co-operate and confer with the appointed service providers.

Service Provider Obligations. In addition to the obligations stipulated in the General Terms and Conditions of the IFRC, the following shall be adhered to by the Service Provider: 2.1 Pre-conditions for cash distribution: The Service Provider shall use its existing network of branches to facilitate cash transfers to beneficiaries; The Service Provider shall ensure that funds are available in the pre-agreed branches on the specified dates, to assure cash transfers to beneficiaries at the agreed time; The Service Provider shall ensure that all its resources and facilities are available to make cash transfers either at the branches or agreed distribution points; The Service Provider shall ensure development of procedures for processing and reconciliation of cash transfer data; The Service Provider shall ensure appropriate and secure information technology systems to receive and provide information and data relating to the cash transfer process; and The Service Provider is solely and fully responsible for any and all payments to its vendors, including for services, materials, goods, rental of equipment, labour, transportation etc. in order to assure its obligations under the agreement. 2.2 Conditions at time of cash distribution: The Service Provider shall disburse funds from the points of distribution to individual beneficiaries in accordance with agreed processes and procedures; The Service Provider may, when necessary and upon agreement of the IFRC, choose other retailers as points of distribution for the cash transfers; The funds shall not be subject to any right, charge, interest, right to compensation, guarantee, or claim of any kind against the Service Provider, including from any of its trustees or creditors. The Service Provider shall in no case, loan, mortgage, pledge or encumber the funds except on written instructions by the IFRC; The Service Provider shall receive, hold, release and return the funds only in accordance with this Agreement. The Service Provider shall act, or refrain from acting only on instructions, approval, consent or notice given by the IFRC pursuant to this Agreement. The Service Provider shall act on written instructions signed by an authorized representative of the IFRC. The Service Provider shall secure the sites for distribution and cash transfer at its own cost. Conditions subsequent to cash distribution: Adequate records shall be maintained by the Service Provider including all receipts and disbursements of cash and other records as the IFRC may reason...

Service Provider Obligations. ‌ 21.1 The Service Provider shall: 21.1.1 at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Contract; 21.1.2 obtain, and maintain throughout the Term, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; 21.1.3 ensure that: (a) the release of any new Software or upgrade to any Software complies with the interface requirements in the Specification and (except in relation to new Software or upgrades which are released to address Malicious Software) shall notify the Purchaser as soon as reasonably practical before the release of any new Software or upgrade; (b) all Software including upgrades, updates and new releases used by or on behalf of the Service Provider are currently supported versions of that Software and perform in all material respects in accordance with the relevant specification; (c) it shall minimise any disruption to the Services, the Purchaser’s System, the Service Provider’s System and/or the Purchaser's operations when carrying out its obligations under this Contract; (d) ensure that any documentation and training provided by the Service Provider to the Purchaser are comprehensive, accurate and prepared in accordance with Good Industry Practice; (e) co-operate with the Related Service Providers and provide reasonable information, advice and assistance in connection with the Services to any Related Service Providers to enable such Related Service Providers to create and maintain technical or organisational interfaces with the Services and, on the expiry or termination of this Contract for any reason, to enable the timely transition of the Services (or any of them) to the Purchaser and/or to any Replacement Service Provider; (f) to the extent it is legally able to do so, hold on trust for the sole benefit of the Purchaser, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties are held on trust, at its cost enforce such warranties in accordance with any reasonable directions that the Purchaser may notify from time to time to the Service Provider; (g) unless it is unable to do so, assign to the Purchaser on the Purchaser’s written request and at the cost of the Service Provider any such warranties and/or i...

Service Provider Obligations. Subject to the terms and conditions of this Agreement (including Customer’s payment obligations), Service Provider shall use commercially reasonable efforts to: 2.1 on or promptly following the Scheduled Start Date (as set forth on the Cover Page), assign the Mining Power to the Third Party Mining Operator for the purpose of generating Digital Assets and seek to reasonably minimize material interruptions in the Mining Power (the “Services”); provided, however, that if Service Provider fails to provide an Uptime of [****] or better, the Performance Fee shall be reduced as described in Section 6. 2.2 cause the Third Party Mining Operator to promptly transfer the Digital Asset Customer Allocation to the Customer Wallet at the end of each Payout Period, as applicable; 2.3 prepare reports, on a daily basis (the “Audit Period”), regarding Generated Digital Assets and related Costs during the Audit Period, and to provide Customer with access to a copy of such reports, upon Customer’s request. Customer may request one additional audit per month at the Customer’s own cost (an “Additional Audit”) of Service Provider to determine whether all fees and costs charged to Customer under this Agreement were calculated in accordance with this Agreement. If an Additional Audit reveals that Service Provider has undercharged Customer, then Customer shall pay the difference between the charged amount and the actual amount. Conversely, if an Additional Audit reveals that Service Provider has overcharged Customer, then Service Provider shall pay Customer the difference between the charged amount and the actual amount. Customer agrees that Service Provider may use its affiliates and any third-party contractors, vendors and/or service providers to provide the Services (in whole or in part).