Supplier’s Obligations. 9.1 The Supplier warrants, represents and undertakes that: 9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”); 9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice; 9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties; 9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services; and 9.1.5 it will perform its duties and obligations under this Agreement in compliance: a) all applicable laws, rules and regulations; and b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct 9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to time. 9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following: a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher; b) public liability insurance in the amount of at least £5,000,000 for any one occurrence; c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer on request. 9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 3 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
Supplier’s Obligations. 9.1 5.1 The Supplier warrants, represents and undertakes to the Company that:
9.1.1 all services performed under 5.1.1 it shall provide the Services to the Company subject to the provisions of this Agreement and will conform in all aspects with the Specification and the Tender Documents.
5.1.2 it shall be performed with provide all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 other services reasonably required by the Supplier Personnel will possess Company which are reasonably incidental to the qualifications, professional competence and experience to carry out such services Services in accordance with Best Industry Practice;the terms of this Agreement.
9.1.3 5.1.3 it shall comply with all reasonable instructions given by the services will not Company in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior relation to the commencement Services.
5.1.4 it shall keep the Company fully informed and provide it with regular reports on all matters of the servicesinterest to a prudent client, any necessary licences, consents and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer together with such progress reports, evidence or other information concerning as the services as Company may be requested by the Customer reasonably require from time to time.
9.3 The Supplier shall 5.1.5 it will be responsible for maintaining such insurance policies with an FCA registered insurance company all costs, fees, expenses and charges incurred in connection with the provision of the services Services.
5.1.6 the Supplier shall ensure that all of the obligations of the Supplier pursuant to this Agreement shall be performed and rendered by appropriately experienced, qualified and trained personnel with all due skill, care and diligence.
5.1.7 the Services shall be provided at all times in accordance with Best Industry Practice and to the Contract Standard.
5.1.8 Suppliers are reminded of their obligations as may be appropriate set out in the Regulations relating to their conduct.
5.2 The Supplier shall maintain current and accurate records of all work undertaken in the provision of the Services.
5.3 The Supplier shall inform the Company’s Representative promptly and confirm in writing if the Supplier is unable to or fails to provide any part of the Service in accordance with this Agreement. The provision of information under this Condition 5.3 shall not in any way release or excuse the Supplier from any of its obligations under this Agreement.
5.4 The Supplier shall at all times allow the Company’s Representative, professional advisors and such other persons as the Customer may require from time to time nominated by the Company’s Representative if relevant, access to:
5.4.1 any work places of the Supplier for the purpose of inspecting work being performed pursuant to cover this Agreement;
5.4.2 any work places of the liabilities that may arise under Supplier for the purpose of inspecting and taking copies of records and documents in the possession, custody or control of the Supplier in connection with this Agreement, being at least ;
5.4.3 any personnel or agent of the followingSupplier for the purpose of interviewing such persons in connection with this Agreement;
5.4.4 any report required by any statutory enactment or regulation or a copy thereof shall be supplied by Supplier if requested to do so in writing by the Company.
5.5 The Supplier will ensure that as this agreement constitutes procurement for a European funded project all original documents relating to this agreement will be retained until the final completion and sign off for this commission and that the supplier will:
a) employer's liability insurance 5.5.1. keep secure and not without the written consent of the Company make use of for its own purposes or similar insurance(s) in accordance with disclose any laws all original and copy records, documents, information, statements and papers which may be applicable to acquired or produced by the Supplier’s employees, agents Supplier or by any permitted sub-contractors engaged directly or indirectly contractor in the performance of this Agreement in all of which shall be deemed to be Confidential Information. In default of compliance, the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence Company shall be entitled to recover possession of such insurances shall be provided to the Customer on request.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, materials and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused shall grant a licence to the Customer Company or its appointed agents to enter for that purpose any third party by premises of the Supplier Personnel.or its permitted sub-contractors where any such materials may be held;
Appears in 2 contracts
Samples: Service Agreement, Service Agreement
Supplier’s Obligations. 9.1
6.1 The Supplier warrantsconfirms that it shall use its reasonable endeavours to procure that the Services will be performed substantially in accordance with this agreement and with reasonable skill and care.
6.2 The confirmation at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, represents or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents.
6.3 Whilst the Supplier uses reasonable endeavours to supply the Services with reasonable care and undertakes skill, the Supplier:
(a) does not warrant that:
9.1.1 all (i) the Customer's use of the Software or the Services will be uninterrupted or Virus or error-free; or
(ii) that the Software, Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or
(iii) the Software or the Services will be free from Vulnerabilities; or
(iv) the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Software, Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
6.4 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services performed which are identical to or similar to those provided under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);agreement.
9.1.2 6.5 The Supplier warrants to the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and Customer that it has or and will obtain prior to the commencement of the services, any maintain all necessary licences, consents consents, and permits required of it permissions necessary for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:agreement.
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 6.6 The Supplier shall will provide the Customer with such progress reports, evidence or other information concerning all Maintenance Releases generally made available to its customers.
6.7 The Customer accepts responsibility for the services as may be requested by selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer.
6.8 The Suppliers obligations and liability under this agreement are/is to the Customer from time only and the Supplier has no obligations or liability to timeany other person or entity whatsoever.
9.3 6.9 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company will provide training materials in connection with relation to the provision Software to support and maximise the usage of the Software.
6.10 The Supplier will facilitate the implementation of account management arrangements in respect of the services as may be appropriate or as provided by the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided Supplier to the Customer on requestunder this agreement.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 1 contract
Supplier’s Obligations. 9.1 The 5.1 In supplying the Artwork, the Supplier warrants, represents and undertakes thatshall:
9.1.1 all services performed under this Agreement shall be performed 5.1.1 perform the Artwork with all due skill reasonable skill, care and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services diligence in accordance with Best Industry Practicegood industry practice in the Supplier’s industry, profession or trade;
9.1.3 5.1.2 act at all times in good faith and in the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties best interests of non-disclosure or other rights of any third partiesthe Customer;
9.1.4 it has full capacity 5.1.3 perform the Service in a conscientious and authority to enter into this Agreement and that it has or will obtain prior timely manner;
5.1.4 co-operate with the Customer on all matters relating to the commencement Service;
5.1.5 ensure the accuracy of the services, any necessary licences, consents all documentation and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide information supplied to the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision Artwork, and pay the Customer any extra costs which may be incurred as a result of any discrepancies, errors or omissions therein;
5.1.6 ensure that the Artwork are provided by Staff who are suitably skilled, experienced, qualified and competent members of the services as may be appropriate or as Supplier’s Staff under proper management and supervision;
5.1.7 respond promptly to all complaints, oversights and omissions and shall immediately make good any default at its own expense;
5.1.8 perform the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) Artwork in accordance with the Customer’s environmental policy;
5.1.09 allow the Customer to inspect and examine any laws work being performed as part of the Artwork at all reasonable times;
5.1.10 obtain the Customer’s approval before introducing new methods or systems which may affect the Service;
5.1.11 ensure that the Artwork shall conform with all descriptions and specifications set out in the Specification;
5.1.12 comply with all applicable laws; and
5.1.13 provide all equipment, tools and vehicles and other items as are required to provide the Artwork.
5.2 The Supplier warrants to the Customer that, to the extent that any goods, equipment or consumables are provided as part of the Artwork they will:
5.2.1 be free from defects (manifest or latent) in design, material and workmanship and remain so for twelve (12) months after installation;
5.2.2 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health;
5.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and comply with any applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, delivery and installation of the goods, equipment or consumables;
5.2.4 conform with the specifications, drawings, descriptions given in quotations or tender, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Supplier) supplied by, or on behalf of, the Supplier;
5.2.5 be free from design defects;
5.2.6 be fit for any purpose held out by the Supplier or made known to the Supplier by the Customer expressly or by implication, and in this respect the Customer relies on the Supplier’s employees, agents or skill and judgement. The Supplier acknowledges and agrees that the approval by the Customer of any designs provided by the Supplier shall not relieve the Supplier of any of its obligations under this sub-contractors engaged directly clause.
5.3 This Contract shall not negate or indirectly in diminish any duty or obligation which the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided Supplier owes to the Customer on requestin equity, at common law, or pursuant to statute or European Law.
9.4 The 5.4 On completion of this Contract, howsoever arising, the Supplier shall procure that co-operate with the Supplier Personnel take all reasonable steps Customer, free of charge, to safeguard their own safety and ensure an effective handover of the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier PersonnelService.
Appears in 1 contract
Samples: Service Contract
Supplier’s Obligations. 9.1 4.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall warrants that the Services will be performed with all due reasonable skill and carecare and that it will be provided in accordance with the Specification and this Agreement. For the avoidance of any doubt, where the Services include the provision of Goods, Schedule 3 shall apply.
4.2 The warranty in Clause 4.1 shall not apply to the extent of any non-conformance that is caused by use of the Services contrary to the Supplier's instructions.
4.3 If the Services do not conform with the warranty in Clause 4.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance.
4.4 This Agreement shall not prevent either party from entering into similar Agreements with third parties, or from commissioning, engaging, independently developing, using, selling or licensing materials, products or Services that are similar to those provided under this Agreement.
4.5 The Supplier shall:
(a) staff the Supplier support desk with a good and workmanlike manner and otherwise in line with best practice within its industry team of skilled individuals (“Best Industry Practice”whether subcontracted or not);
9.1.2 (b) maintain a team skilled in the platform and with knowledge of the code developed to deliver the solution;
(c) undertake regular communication with the Client regarding its service needs;
(d) be a bona fide licensed user of all third party software and of the Supplier’s software;
(e) notify the Client promptly if the Supplier Personnel will possess is unable to comply with any of the qualificationsterms of this Agreement, professional competence and experience to carry out such services in accordance with Best Industry Practiceany Licence Agreement or the CSP Agreement;
9.1.3 (f) use commercially reasonable endeavours to follow the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties instructions of non-disclosure or other rights of any third partiesthe Client;
9.1.4 it has full capacity (g) provide the Client with all necessary co-operation in relation to this Agreement;
(h) comply with all applicable laws and authority regulations with respect to enter into its activities under this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the servicesAgreement; and
9.1.5 it will perform its duties and obligations under (i) carry out all other Supplier responsibilities set out in this Agreement or in compliance:
a) all applicable laws, rules any of the schedules in a timely and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to timeefficient manner.
9.3 4.6 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company under no obligation to provide the Services to the Client in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:following circumstances;
(a) employer's liability insurance providing the Services outside “Normal Business Hours” (being 8:30am to 5:00pm local UK time on “Business Days” (a day other than Saturday, Sunday or similar insurance(spublic holiday in England when banks are open for business) unless otherwise agreed between the Parties in accordance with writing;
(b) by providing any laws which may be applicable to other Services not covered herein;
(c) training in use of any upgrades unless otherwise agreed by the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
(d) professional liability insurance in providing the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided Services to the Customer on request.
9.4 The Supplier shall procure that Client where such support would have been unnecessary if the Supplier Personnel take all reasonable steps to safeguard their own safety Client had implemented update(s) and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage upgrade(s) supplied or injury caused offered to the Customer or any third party by Client pursuant to the Supplier Personnelcall for technical support.
Appears in 1 contract
Samples: Master Services Agreement
Supplier’s Obligations. 9.1 7.1 The Supplier warrantsundertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, represents or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and undertakes exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3 The Supplier:
7.3.1 does not warrant that:
9.1.1 all 7.3.1.1 the Customer's use of the Services will be uninterrupted or error-free;
7.3.1.2 that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
7.3.1.3 the Software or the Services will be free from Vulnerabilities or Viruses; or
7.3.1.4 the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
7.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services performed which are similar to those provided under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);Agreement.
9.1.2 the 7.5 The Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and warrants that it has or and will obtain prior to the commencement of the services, any maintain all necessary licences, consents consents, and permits required of it permissions necessary for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:Agreement.
a) all applicable laws7.6 In the event of any loss or damage to Customer Data, rules the Customer's sole and regulations; and
b) with exclusive remedy against the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data. The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to time.
9.3 The Supplier shall not be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer on request.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage destruction, alteration or injury disclosure of Customer Data caused to the Customer or by any third party (except those third parties sub-contracted by the Supplier Personnelto perform services related to Customer Data maintenance and back-up for which it shall remain fully liable.
Appears in 1 contract
Supplier’s Obligations. 9.1 13.1 The Supplier warrants, represents and undertakes thatshall:
9.1.1 all services performed under this Agreement shall 13.1.1 be performed subject to and comply with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”)the relevant provisions of the Schedules;
9.1.2 13.1.2 at all times allocate sufficient resources to supply the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services Services in accordance with Best this Framework Agreement;
13.1.3 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Services Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services;
13.1.4 obtain, and maintain throughout the duration of this Framework Agreement, 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 or performance of any other obligation under this Framework Agreement;
13.1.5 ensure that in the performance of its obligations it does not disrupt the operations of the Authority and its Personnel;
13.1.6 ensure that any documentation, information and training provided to the Authority under this Framework Agreement is comprehensive, accurate and prepared in accordance with Good Industry Practice;
9.1.3 13.1.7 to the services will not extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub-Contractor in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights respect of any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and 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 it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as Authority may be requested by the Customer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require notify from time to time to cover the liabilities Supplier;
13.1.8 unless it is unable to do so, assign to the Authority on the Authority’s written request and at the cost of the Supplier any such warranties and/or indemnities as are referred to in Clause 13.1.7;
13.1.9 provide the Authority with such advice and assistance as the Authority may reasonably require during the Term in respect of the supply of the Services;
13.1.10 gather, collate and provide such information and co-operation as the Authority may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Framework Agreement;
13.1.11 notify the Authority of any circumstances suggesting that may arise a change of Control of the Supplier is planned, in contemplation or has taken place;
13.1.12 notify the Authority in writing of any material detrimental change in the financial standing and/or any change in the credit rating of the Supplier;
13.1.13 subject to Clause 13.1.12, notify the Authority in writing within ten (10) Working Days of their occurrence, of any actions, suits or proceedings or regulatory investigations before any court or administrative body or arbitration tribunal pending or, to its knowledge, threatened against it that might affect its ability to perform its obligations under this Framework Agreement; and
13.1.14 ensure that neither it, nor any of its Affiliates or Supplier's Personnel, embarrasses the Authority or otherwise brings the Authority into disrepute by engaging in connection with this Agreementany act or omission which is reasonably likely to diminish the trust that the public places in the Authority, being at least the following:
a) employer's liability insurance regardless of whether or similar insurance(s) in accordance with any laws which may be applicable not such act or omission is related to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of obligations under this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer on requestFramework Agreement.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 1 contract
Samples: Framework Agreement
Supplier’s Obligations. 9.1 5.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall that the Services will be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services substantially in accordance with Best Industry Practice;the Documentation and with reasonable skill and care.
9.1.3 5.2 The undertaking at clause 5.1 shall not apply to the services will not in extent of any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other rights than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 5.1.
5.3 The Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or the Software or the Services will be free from Vulnerabilities or Viruses; or the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
5.4 The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.5 This agreement shall not prevent the Supplier from entering into similar agreements with third parties;, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
9.1.4 it has full capacity and authority to enter into this Agreement and 5.6 The Supplier warrants that it has or and will obtain prior to the commencement of the services, any maintain all necessary licences, consents consents, and permits required of it permissions necessary for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to timeagreement.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer on request.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 1 contract
Samples: Services Agreement
Supplier’s Obligations. 9.1 4.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall warrants that the Managed Services will be performed with all due reasonable skill and care, in a good care and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel that it will possess the qualifications, professional competence and experience to carry out such services be provided in accordance with Best Industry Practicethe terms and conditions of this Agreement.
4.2 The warranty in Clause 4.1 shall not apply to the extent of any non-conformance that is caused by use of the Managed Services contrary to the Supplier's instructions.
4.3 If the Managed Services do not conform with the warranty in Clause 4.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance.
4.4 Notwithstanding the foregoing, the Supplier does not warrant that the Client's use of the Managed Services will be uninterrupted or error-free.
4.5 This Agreement shall not prevent the Supplier from entering into similar Agreements with third parties, or from commissioning, engaging, independently developing, using, selling or licensing materials, products or services that are similar to those provided under this Agreement.
4.6 The Supplier shall:
(a) staff the Supplier support desk with a team of skilled individuals;
9.1.3 (b) be a bona fide licensed user of all Third Party Software and of the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third partiesSupplier’s Software;
9.1.4 it has full capacity and authority (c) use commercially reasonable endeavours to enter into this Agreement and that it has or will obtain prior to follow the commencement instructions of the servicesClient and will remain courteous during any communications with Client personnel;
(d) provide the Client with all necessary co-operation in relation to this Agreement;
(e) comply with all applicable laws and regulations with respect to its activities under this Agreement, any necessary licences, consents and permits required of it for the performance of the servicesincluding those set out in Clause 16; and
9.1.5 it will perform its duties and obligations under (f) carry out all other Supplier responsibilities set out in this Agreement or in compliance:
a) all applicable laws, rules any of the schedules in a timely and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to timeefficient manner.
9.3 4.7 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company under no obligation to provide the Managed Services to the Client in connection with the provision following circumstances;
(a) unauthorised use of the services as may be appropriate Software by the Client or as the Customer may require from time to time to cover the liabilities that may arise under or use otherwise than in connection accordance with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
(b) public liability insurance providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in the amount of at least £5,000,000 for any one occurrencewriting;
(c) product liability insurance in the amount of at least £10,000,000 for providing any one occurrenceother services not covered herein; and
(d) professional liability insurance training in use of any upgrades; and
(e) providing the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided Managed Services to the Customer on request.
9.4 The Supplier shall procure that Client where such support have been unnecessary if the Supplier Personnel take all reasonable steps to safeguard their own safety Client had implemented update(s) and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage upgrade(s) supplied or injury caused offered to the Customer or any third party by Client pursuant to the Supplier Personnelcall for technical support.
Appears in 1 contract
Samples: Managed Services Agreement
Supplier’s Obligations. 9.1 2.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights of any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in complianceshall:
a) all throughout the term of the Assignment supply the Services in accordance with Good Industry Practice and in accordance with applicable laws, rules regulations, orders, government requirements and regulations; andequivalent (including SEC requirements), in each case and at all times taking responsibility for the way in which the Services are performed;
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested deliver completed timesheets (in a form approved by the Customer from time Company) to timean authorized representative of the Client for signing or electronic approval and return the same to the Company every 14 days; and the Supplier:
(i) acknowledges that failure by the Supplier so to deliver and return any timesheet promptly after each 14 day period may delay payment to the Supplier while the Company makes inquiries to verify the hours worked;
(ii) acknowledges and agrees that payment shall be conditional upon the production of a complete and accurate timesheet approved by an appropriate representative of the Client in accordance with clause 2.1(b);
(iii) agrees to complete the timesheets accurately and completely;
(iv) confirms that, by signing this Agreement, it is aware that it could be a criminal offense for the Supplier and/or the Consultant to intentionally falsify any timesheet, for example by claiming that the Services were supplied for hours for which they were not in fact supplied, or for claiming reimbursement for costs not incurred on behalf of the Client.
9.3 The Supplier shall be responsible c) comply with all health and safety, site and security regulations applicable at the Location(s) to the extent that they apply to the type of work required for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services Services;
d) comply with all the Client's regulations, policies and protocols as may be appropriate or as notified by the Customer may require Client and/or the Company from time to time except where such regulations and policies relate solely to cover employees of the liabilities that Client;
e) comply with the Client's IT security policies and protocols when accessing or using the Client's Systems (which it may arise under or only do with the consent of the Client);
f) not engage in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable conduct detrimental to the Supplier’s employeesinterests of the Company or the Client, agents including, without limitation, any conduct likely to bring the Company or sub-contractors engaged directly the Client into disrepute;
g) give reasonable notice to the Company and the Client of any period during which the Supplier and/or the Consultant will be unavailable or indirectly unable to perform the Services;
h) supply to the Company copies of any relevant qualifications or authorizations that the Supplier and/or the Consultant is required by the Client or by law or any professional body to have in order to provide the Services to the Client;
i) where the Supplier deems it necessary, but without consent of the Client or the Company, to incur training or equipment costs for any purpose, it will provide at its own cost all such equipment and training for the Consultant. If the Client or the Company determine that any training or equipment is required as is reasonable for the adequate performance of the Services, then in the performance case of the Company, Company will provide at its own cost all such equipment and training for the Consultant and in the case of the Client, Company will work with Client to procure that such equipment and training will be provided at cost of Client.
j) enter into a contract with the Consultant such that he or she is under obligations which reflect the provisions of clauses 2, 4, 5, 6, 7, 8, 9, 10 and 11 as if the Consultant were a party to this Agreement in place of the amount of at least £10,000,000 for any one occurrence or the amount required by applicable lawSupplier, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
dk) professional liability insurance in at the amount request of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided the Company, provide reference details prior to the Customer on requestStart Date of the Assignment.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 1 contract
Supplier’s Obligations. 9.1 11.2.1 The Supplier warrantsshall, represents at no additional charge, package Equipment and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and care, Software in a good and workmanlike suitable manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;all applicable laws and regulations and provide protection against damage during shipment and handling. All Equipment and Software shall be shipped DDP (Destination).
9.1.3 11.2.2 To the services will extent that it does not in conflict with any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-non disclosure or other rights of confidentiality agreements previously entered into with any third parties;
9.1.4 it has full capacity and authority to enter into this Agreement and that it has or will obtain prior , the Supplier agrees, at no charge to the commencement of the servicesCustomer, any necessary licences, consents and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a(i) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall to provide the Customer with reasonably available market data for business case modelling for each territory in which any Systems are to be implemented, and (ii) to assist the Customer in acquiring in each such progress reportsterritory interconnect access with any local telecommunications providers with which the Supplier has a relationship and to use commercially reasonably efforts to cause any of its Affiliates to do the same.
11.2.3 Provided that Sites are ready for Installation and Commissioning of Equipment, evidence or the Supplier shall furnish at its own cost and expense all labour, supervision, machinery, tools, equipment, fuel, power, materials, expendable supplies, transportation, licenses, permits, bonds, and all other information concerning the services as items that may be required or appropriate in the procurement of Systems, Equipment or Software, except the Customer's operating licenses and other items that the Customer specifically agrees to furnish.
11.2.4 The Supplier will upon the reasonable request of the Customer provide the Customer with reports containing information requested by the Customer, which may include but are not limited to: (i) a list and description of all Equipment, Software, Documentation and Services Ordered by the Customer during a particular period; (ii) the prices therefor and (iii) a statement as to which such Orders have been performed and which are pending; and a statement as to the status of all pending Orders.
11.2.5 The Supplier shall supply all future updates, revisions and corrections of Documentation necessary for the Customer's use of all Systems, Equipment and Software. The Customer shall have the right to reproduce and translate the Documentation for the purpose of engineering, maintaining, repairing and operating all Systems, Equipment and Software. Reproductions and translations of Documentation shall include copyright or similar proprietary notices. The Customer may request, from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities , that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall Documentation be provided to the Customer on requestin hard copy, by CDRom or other reasonably available technology.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 1 contract
Samples: Supply Agreement (Comple Tel LLC)
Supplier’s Obligations. 9.1 4.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall warrants that the Services will be performed with all due reasonable skill and carecare and that it will be provided in accordance with the Proposal and this Agreement. For the avoidance of any doubt, where the Services include the provision of Goods, Schedule 3 shall apply.
4.2 The warranty in Clause 4.1 shall not apply to the extent of any non-conformance that is caused by use of the Services contrary to the Supplier's instructions.
4.3 If the Services do not conform with the warranty in Clause 4.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance.
4.4 This Agreement shall not prevent either party from entering into similar Agreements with third parties, or from commissioning, engaging, independently developing, using, selling or licensing materials, products or Services that are similar to those provided under this Agreement.
4.5 The Supplier shall:
(a) staff the Supplier support desk with a good and workmanlike manner and otherwise in line with best practice within its industry team of skilled individuals (“Best Industry Practice”whether subcontracted or not);
9.1.2 (b) maintain a team skilled in the platform and with knowledge of the code developed to deliver the solution;
(c) undertake regular communication with the Client regarding its service needs;
(d) be a bona fide licensed user of all third party software and of the Supplier’s software;
(e) notify the Client promptly if the Supplier Personnel will possess is unable to comply with any of the qualificationsterms of this Agreement, professional competence and experience to carry out such services in accordance with Best Industry Practiceany Licence Agreement or the CSP Agreement;
9.1.3 (f) use commercially reasonable endeavours to follow the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties instructions of non-disclosure or other rights of any third partiesthe Client;
9.1.4 it has full capacity (g) provide the Client with all necessary co-operation in relation to this Agreement;
(h) comply with all applicable laws and authority regulations with respect to enter into its activities under this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the servicesAgreement; and
9.1.5 it will perform its duties and obligations under (i) carry out all other Supplier responsibilities set out in this Agreement or in compliance:
a) all applicable laws, rules any of the schedules in a timely and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to timeefficient manner.
9.3 4.6 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company under no obligation to provide the Services to the Client in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:following circumstances;
(a) employer's liability insurance or similar insurance(sproviding the Services outside Normal Business Hours (being 9.00am to 5.00pm local UK time on Business Days) unless otherwise agreed between the Parties in accordance with writing;
(b) by providing any laws which may be applicable to other Services not covered herein;
(c) training in use of any upgrades unless otherwise agreed by the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
(d) professional liability insurance in providing the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided Services to the Customer on request.
9.4 The Supplier shall procure that Client where such support would have been unnecessary if the Supplier Personnel take all reasonable steps to safeguard their own safety Client had implemented update(s) and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage upgrade(s) supplied or injury caused offered to the Customer or any third party by Client pursuant to the Supplier Personnelcall for technical support.
Appears in 1 contract
Samples: Master Services Agreement
Supplier’s Obligations. 9.1 10.1. The Supplier warrants, represents and undertakes that:
9.1.1 all (a) All services performed under this Agreement shall be performed with all due skill and care, in a good and workmanlike manner and otherwise in line with best practice within its industry (“"Best Industry Practice”");
9.1.2 the (b) The Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practice;
9.1.3 the (c) The services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-non- disclosure or other rights of any third parties;; and
9.1.4 it (d) It has full capacity and authority to enter into this Agreement and that it has or will obtain prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services; and.
9.1.5 it will perform its duties 10.2. Where the Supplier is performing services as a subcontractor to Charterhouse to a Charterhouse end-customer, the Supplier shall follow all reasonable instructions of Charterhouse, including without limitation: health and obligations under this Agreement in compliance:safety, policies and procedures, security measures, acceptance tests, delivery timetables, and any other requirements imposed upon Charterhouse by the end- customer notified to the Supplier.
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 10.3. The Supplier shall provide the Customer Charterhouse with such progress reports, evidence or other information concerning the services as may be requested by the Customer Xxxxxxxxxxxx from time to time.
9.3 10.4. The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer Charterhouse may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer on requesttime.
9.4 10.5. The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer Charterhouse from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer Charterhouse or any third party by the Supplier Personnel.
Appears in 1 contract
Samples: Purchasing Terms & Conditions
Supplier’s Obligations. 9.1 7.1 The Supplier warrants, represents and undertakes that:
9.1.1 all services performed under this Agreement shall that the Services will be performed substantially in accordance with all due the Documentation and with reasonable skill and care.
7.2 The undertaking at clause 7. 1 shall not apply to the extent of any non-conformity which is caused by use of the Services contrary to the Supplier's instructions, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 or modification or alteration of the Services by any party other than the Supplier Personnel will possess or the qualificationsSupplier's duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, professional competence and experience Supplier will, at its expense, use all reasonable commercial endeavours to carry out correct or circumvent any such services in accordance with Best Industry Practice;
9.1.3 the services will not in any way infringe or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure conformity promptly. This constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, the Supplier:
7.2.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
7.2.2 is not responsible for any delays, delivery failures, or any other rights loss or damage resulting from the transfer of any data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties;, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
9.1.4 it has full capacity and authority to enter into this Agreement and 7.4 The Supplier warrants that it has or and will obtain prior to the commencement of the services, any maintain all necessary licences, consents consents, and permits required of it permissions necessary for the performance of its obligations under this agreement.
7.5 The Supplier shall check that each Authorised User is, if applicable, Gas Safe Registered Engineer on the servicesGas Safe Register (the “Register”):
7.5.1 upon the Customer’s creation of a User Account;
7.5.2 following each request from the Customer to add an Authorised User;
7.5.3 following the purchase of Job Fees; and
9.1.5 it will perform its duties and obligations under this Agreement 7.5.4 potentially, in compliance:
a) all applicable lawsany given calendar month, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with when such progress reports, evidence or other information concerning the services as checks may be requested by the Customer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer made on request.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party Authorised Users on a random basis by the Supplier Personneland if no evidence can be found of any Authorised User on the Register, then this agreement shall be terminated immediately and any Job Fees already paid in advance to the Supplier in respect of the Subscription Term as applicable, shall not be refundable. If the Authorised User has signed up to use the Subscription then a check of the Gas Safe Register will not be required.
Appears in 1 contract
Samples: User Account Agreement
Supplier’s Obligations. 9.1 The Supplier warrants, represents agrees and undertakes thathereby warrants that it:
9.1.1 has obtained all services performed under this Agreement shall be performed with all due skill necessary licences and care, consents from the appropriate licensors in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”)respect of the Goods and/or Services or any part of it to enable AQA to use the Goods and/or Services;
9.1.2 has the Supplier Personnel will possess full power to enter into the qualifications, professional competence Agreement and experience to carry out such services in accordance with Best Industry Practiceperform its obligations under the Agreement;
9.1.3 the services does not and will not in the provision of the Goods and/or Services infringe upon any way infringe or violate any third party’s Intellectual Property RightsRights , trade secrets or secrets, rights in proprietary information, nor any contractualrights of publicity or privacy, employment or property rights, duties of non-disclosure or any other rights of any third partiesproprietary rights, whether contractual, statutory or common law;
9.1.4 it has full capacity checked and authority ensured that all the Supplier’s Personnel are eligible to enter work in the UK under the relevant legislation from time to time in force;
9.1.5 shall comply with AQA’s child and vulnerable adult safe guarding policy in the event that the Service brings the Supplier or the Supplier’s Personnel into this Agreement and that it has contact with children or will obtain prior to the commencement vulnerable adults;
9.1.6 shall on completion of the servicesService, any necessary licencesremove all plant, consents equipment, unused materials and permits required of it for waste and leave the site in an acceptable condition as agreed with AQA;
9.1.7 shall ensure all equipment used in performance of the services; and
9.1.5 it will perform its duties Agreement is appropriately risk assessed, free from defect, and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to time.
9.3 The Supplier shall be responsible fit for maintaining such insurance policies purpose;
9.1.8 shall operate at all times in a manner that is consistent with an FCA registered insurance company AQA’s Corporate and Social Responsibility Policy;
9.1.9 shall promptly notify AQA of any health and safety hazards which may arise in connection with the provision of the services Services. In turn AQA shall notify the Supplier of any health and safety hazards of which it is aware which may arise in connection with the performance of the Agreement;
9.1.10 shall where the Service is performed on AQA premises supply relevant risk assessments and method statements as may be appropriate or as the Customer may require from time to time to cover the liabilities requested by AQA;
9.1.11 shall ensure that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents Personnel adhere to all the documents comprising this Agreement.
9.2 The Supplier agrees that under no circumstances shall it or any of its sub-contractors engaged directly suppliers or indirectly Sub- Contractors acquire title to or any interest in or lien over any goods belonging to AQA or its suppliers, or in respect of which AQA or its suppliers have a right to possession and which are held, stored or transported in providing the performance Services, nor shall it or any of this Agreement its sub- suppliers or Sub-Contractors acquire any title to or any interest in the amount of at least £10,000,000 for or lien over AQA data or any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costsAQA property. Evidence of such insurances shall be provided to the Customer on request.
9.4 The Supplier shall procure that use any AQA property solely in the Supplier Personnel take all reasonable steps to safeguard their own safety provision of the Services and the safety of not for any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party purpose unless otherwise agreed in writing by the Supplier PersonnelParties.
Appears in 1 contract
Supplier’s Obligations. 9.1 4.1 The Supplier warrantsshall provide the Services, represents and undertakes that:
9.1.1 all services performed under this Agreement shall be performed with all due skill and caredeliver the Deliverables to the Lead Partner, in a good and workmanlike manner and otherwise in line with best practice within its industry (“Best Industry Practice”);
9.1.2 the Supplier Personnel will possess the qualifications, professional competence and experience to carry out such services in accordance with Best Industry Practicethe Project Plan in all material respects and shall allocate sufficient resources to the Project (which shall include the Supplier’s Manager) to enable it to comply with this obligation.
4.2 The Supplier shall use reasonable endeavours to meet the Project Milestones specified in the Project Plan.
4.3 The Supplier shall:
(a) supply the Services in accordance with the Lead Partner’s requests from time to time;
9.1.3 (b) co-operate with the services will not Lead Partner in any way infringe all matters relating to the Project;
(c) appoint the Supplier’s Manager who shall have authority to contractually bind the Supplier on all matters relating to the Project;
(d) use all reasonable endeavours to ensure that the same person acts as the Supplier’s Manager throughout the term of the Project, but may replace him/her from time to time where reasonably necessary in the interests of the Supplier’s business;
(e) procure the exclusive availability of the Supplier's Team to provide the Services during the term of the Project;
(f) promptly inform the Lead Partner of the absence (or violate any Intellectual Property Rights, trade secrets or rights in proprietary information, nor any contractual, employment or property rights, duties of non-disclosure or other rights anticipated absence) of any third partiesmember of the Supplier's Team. If the Lead Partner requires, the Supplier shall provide a suitably qualified replacement; and
(g) use reasonable skill and care in the performance of the Services and provide the Services to a standard reasonably expected from a skilled and experienced provider of services similar to the Services.
4.4 The Supplier shall, before the date on which the Services are to start, obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation in relation to:
(i) the Services;
9.1.4 it has full capacity (ii) the use of In-put Material; and
(iii) the use of all Documents, information and authority materials provided by the Supplier or its agents, subcontractors, consultants or employees relating to enter into this Agreement and that it has or will obtain the Services which existed prior to the commencement of the services, any necessary licences, consents and permits required of it for the performance of the services; and
9.1.5 it will perform its duties and obligations under this Agreement in compliance:
a) all applicable laws, rules and regulations; and
b) with the Mars Suppliers Code of Conduct and Handbook at: xxxxx://xxx.xxxx.xxx/about/policies-and- practices/supplier-code-of-conduct
9.2 The Supplier shall provide the Customer with such progress reports, evidence or other information concerning the services as may be requested by the Customer from time to time.
9.3 The Supplier shall be responsible for maintaining such insurance policies with an FCA registered insurance company in connection with the provision of the services as may be appropriate or as the Customer may require from time to time to cover the liabilities that may arise under or in connection with this Agreement, being at least the following:
a) employer's liability insurance or similar insurance(s) in accordance with any laws which may be applicable to the Supplier’s employees, agents or sub-contractors engaged directly or indirectly in the performance of this Agreement in the amount of at least £10,000,000 for any one occurrence or the amount required by applicable law, whichever is higher;
b) public liability insurance in the amount of at least £5,000,000 for any one occurrence;
c) product liability insurance in the amount of at least £10,000,000 for any one occurrence; and
d) professional liability insurance in the amount of at least £5,000,000 per claim with an annual aggregate of at least £5,000,000 inclusive of legal defence costs. Evidence of such insurances shall be provided to the Customer on request.
9.4 The Supplier shall procure that the Supplier Personnel take all reasonable steps to safeguard their own safety and the safety of any other person who may be affected by their actions, and the Supplier agrees to indemnify and keep indemnified the Customer from all and any liabilities, obligations, costs and expenses whatsoever arising from any loss, damage or injury caused to the Customer or any third party by the Supplier Personnel.
Appears in 1 contract
Samples: Supply of Services Agreement
