Service Provider Warranties. The Service Provider warrants that – it shall at all times ensure that the Services comply in all respects with the technical and functional Specifications thereof as set out in Annexure A to this agreement; it shall attend to its obligations in terms of the Service Level Agreement in a professional diligent manner, in accordance with the provisions contained in this agreement and in terms of the Best Industry Practice; it shall employ an adequate number of Key Personnel who are appropriately experienced, qualified, competent, trained to deliver the Goods and Services in accordance with Best Industry Practice; it shall ensure that all such Key Personnel are entitled to work in the Republic of South Africa or any other country in which the Services are performed; it shall not knowingly or negligently act in a way which will result in it contravening any legislation or regulations applicable to it; It shall ensure that it has appropriate governance, risk management and controls in place to perform in terms of this Agreement; It shall ensure that all documents, data, software or other materials relevant to the Project are kept under secure conditions with appropriate back-up arrangements in place; It will retain all documents, correspondence, records and other data relating to the Project and for a period of five (5) years following the date of termination of this Agreement; All the documents it submitted as part of the tender process (including but not limited to its proposal, certificates) are correct and not fraudulent. In the even that SANBS finds that any of the Service Provider’s documents submitted during the tender stage were false and fraudulent, SANBS reserves the right to terminate this agreement with immediate effect; it shall at all times perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any Intellectual Property or other proprietary rights of any third party; it (i) has in place and will maintain in place all the necessary licenses, certificates, authorisations, permits, approvals and consents that are required in terms of any applicable laws to deliver Services; and (ii) will comply in all material respects with the terms and conditions of (a) its licenses, certificates, authorisations, permits, approvals and consents; it shall remain compliant with any relevant legislative or regulatory requirements (as may be amended from time to time) which are relevant to the performance of its responsibilities under the Agreement, including the standard of health, safety and security procedures and guidelines applicable to SANBS staff; it shall deliver the Goods and perform Services without interruption and during Service Hours as agreed by the Parties; it shall immediately notify the SANBS upon becoming aware of circumstances that may reasonably be expected to jeopardise the performance or timely performance of, or any part of, the Service or delivery of the Goods as required in this agreement; it is the owner of the Goods with the requisite rights and title to transfer ownership of the Goods. Other than the Service Provider no person has right or option to acquire or claim possession, ownership or transfer of the Goods. the Goods will not be encumbered; hypothecated, attached, or alienated whilst in possession of SANBS by it or any third party; the Goods are fit for the purpose for which they will be used;
Appears in 5 contracts
Samples: Memorandum of Agreement, Memorandum of Agreement, Memorandum of Agreement
Service Provider Warranties. The Service Provider warrants that – it shall at all times ensure that the Services comply in all respects with the technical and functional Specifications thereof as set out in Annexure A to this agreement; it shall attend to its obligations in terms of the Service Level Agreement in a professional diligent manner, in accordance with the provisions contained in this agreement and in terms of the Best Industry Practice; it shall employ an adequate number of Key Personnel who are appropriately experienced, qualified, competent, trained to deliver the Goods and Services in accordance with Best Industry Practice; it shall ensure that all such Key Personnel are entitled to work in the Republic of South Africa or any other country in which the Services are performed; it shall not knowingly or negligently act in a way which will result in it contravening any legislation or regulations applicable to it; It shall ensure that it has appropriate governance, risk management and controls in place to perform in terms of this Agreement; It shall ensure that all documents, data, software or other materials relevant to the Project are kept under secure conditions with appropriate back-up arrangements in place; It will retain all documents, correspondence, records and other data relating to the Project and for a period of five (5) years following the date of termination of this Agreement; All the documents it submitted as part of the tender process (including but not limited to its proposal, certificates) are correct and not fraudulent. In the even that SANBS finds that any of the Service Provider’s documents submitted during the tender stage were false and fraudulent, SANBS reserves the right to terminate this agreement with immediate effect; it shall at all times perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any Intellectual Property or other proprietary rights of any third party; it (i) has in place and will maintain in place all the necessary licenses, certificates, authorisations, permits, approvals and consents that are required in terms of any applicable laws to deliver Services; and (ii) will comply in all material respects with the terms and conditions of (a) its licenses, certificates, authorisations, permits, approvals and consents; it shall remain compliant with any relevant legislative or regulatory requirements (as may be amended from time to time) which are relevant to the performance of its responsibilities under the Agreement, including the standard of health, safety and security procedures and guidelines applicable to SANBS staff; it shall deliver the Goods and perform Services without interruption and during Service Hours as agreed by the Parties; it shall immediately notify the SANBS upon becoming aware of circumstances that may reasonably be expected to jeopardise the performance or timely performance of, or any part of, the Service or delivery of the Goods as required in this agreement; it is the owner of the Goods with the requisite rights and title to transfer ownership of the Goods. Other than the Service Provider no person has right or option to acquire or claim possession, ownership or transfer of the Goods. the Goods will not be encumbered; hypothecated, attached, or alienated whilst in possession of SANBS by it or any third party; the Goods are fit for the purpose for which they will be used;; it (i) has in place and will maintain in place all the necessary licenses, certificates, authorisations, permits, approvals and consents that are required in terms of any applicable laws to deliver the Goods and Services; and (ii) will comply in all material respects with the terms and conditions of (a) its licenses, certificates, authorisations, permits, approvals and consents; it shall comply with any applicable SANBS policies and procedures which SANBS notifies the Service Provider of in Writing from time to time. It will ensure that it is fully compliant with the BBBEE requirements for the duration of this Agreement; It will have in place, as required by law, the necessary employee compensation insurance; It indemnifies and holds harmless SANBS against all costs and expenses that SANBS may incur as a result of the Service Provider’s non-compliance with the Compensation for Occupational Injuries and Diseases Act No. 130 of 1993; it will comply with the requirements of Section 37(2) of the Occupational Health and Safety Act, 1993; and if it fails to comply with any warranties set out herein, then such failure shall amount to a breach of the Agreement. general warranties Each of the Parties hereby warrants to and in favour of the other that – it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement; this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms; the execution of this Agreement and the performance of its obligations hereunder does not and shall not – contravene any law or regulation to which that Party is subject; contravene any provision of that Party's constitutional documents; or conflict with or constitute a breach of any of the provisions of any other agreement, obligation, restriction or undertaking which is binding on it; and to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement; it is entering into this Agreement as principal (and not as agent or in any other capacity); the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so; no other party is acting as a fiduciary for it; and it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement. Each of the representations and warranties given by the Parties in terms of clause shall – be a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in this Agreement; continue and remain in force notwithstanding the completion of any or all the transactions contemplated in this Agreement; and prima facie be deemed to be material and to be a material representation inducing the other Party to enter into this Agreement.
Appears in 1 contract
Samples: Memorandum of Agreement
