Suspension and Downtime Sample Clauses

Suspension and Downtime. 11.1. Company may suspend the provision of Solution if: (a) (i) Company reasonably believes that (A) suspension is needed to protect Solution, Company Systems supporting the Solution, or any other customer of Solution (or their end users), (B) there is unauthorized access to Solution by Customer or any End Users; or (c) suspension is required to comply with Relevant Laws; (ii) any amount due to be paid by Customer is overdue; or (iii) Customer has breached any term of this Customer Agreement (including its schedules such as the Solution Specific Terms); and (b) Company or Reseller (if applicable) has given Customer prior written notice of its intention to suspend access to or use of Solution, in which event such action shall not give rise to any cause of breach of contract or other liability against Company. 11.2. If Company determines that any of Customer’s Representatives have attempted to breach or circumvent, or have breached or circumvented, Company’s security policy, Company may direct Customer to immediately terminate such Representative’s access to Solution, Company Systems and / or any data contained in Company Systems (provided that, Company may terminate such access on its own if Customer fails to act upon Company’s direction). 11.3. Customer acknowledges that Solution may be unavailable from time to time. Unavailability of Solution caused directly or indirectly by any of the following shall not be considered a breach by Company of this Customer Agreement (including its schedules such as the Solution Specific Terms): (a) any problem, event or delay that is outside the reasonable control of Company (including, without limitation, a Force Majeure Event, an event that is attributable to a third party data centre that is not hosted by Company); (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of Customer’s computer systems or networks; (d) a fault or failure of devices used by End User’s for accessing Solution; (e) any breach by Customer of the Solution Specific Terms or this Customer Agreement; or (f) scheduled, urgent or emergency maintenance, Updates carried out in accordance with this Customer Agreement or the Solution Specific Terms.

Suspension and Downtime. 2.5.1. Customer acknowledges that the Solution may be unavailable from time to time. Unavailability of the Solution caused directly or indirectly by any of the following shall not be considered a breach by Company of this Customer Agreement or the Solution Specific Terms (if any): 2.5.1.1. any problem, event or delay that is outside the reasonable control of Company (including, without limitation, a Force Majeure Event, any failure or outage of any public chain or cloud service that Solution depends on, and any event that is attributable to a third party data centre that is not hosted by Company); 2.5.1.2. a fault or failure of the internet or any public telecommunications network; 2.5.1.3. a fault or failure of Customer’s system or network; 2.5.1.4. the improper use of the Solution by Customer or any end user; 2.5.1 5. any breach by Customer of this Customer Agreement, the Guidelines or the Solution Specific Terms (if any); or 2.5.1.6. scheduled, major, urgent or emergency maintenance, upgrades or updates carried out in accordance with this Customer Agreement, the Guidelines or the Solution Specific Terms. 2.5.2. For purpose of this clause, “Force Majeure Event” means an act of nature, force or cause beyond an entity’s, its affiliates’ or representatives’ reasonable control, including: (i) a fire, flood, elements of nature or other acts of God; (ii) pandemic or epidemic; (iii) an outbreak of escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iv) internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (v) a labour dispute (whether or not employees’ demands are reasonable or within the entity’s power to satisfy); (vi) acts or omissions of a Government Agency prohibiting or impeding the affected entity (or its Affiliates or Representatives) from performing its obligations under this Customer Agreement or the Solution Specific Terms, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, or change in Relevant Law; and (vii) the non-performance by a third party for any similar cause beyond the reasonable control of the entity.