Suspension Rights. (a) The Supplier may suspend the provision of ProcurePro (or any part of it) without having any liability to the Customer: (i) where there is (or the Supplier reasonably suspects there is) any unauthorised access to the Customer's network which may result in unauthorised access to the Supplier’s network; (ii) where the Customer is (or the Supplier reasonably believes the Customer is) subject to a Cyber Attack; (iii) in order to take precautions in a situation where the systems of the Supplier or any third party service provider of the Supplier, or of other customers of the Supplier, are at risk of or subject to a Cyber Attack; (iv) in order to carry out emergency technical maintenance to any of the Supplier’s systems or any systems of a third party service provider of the Supplier; (v) if the Customer (or any User that is the Customer’s Personnel) is in breach of clause 4.7 of this Agreement; or (vi) where use of ProcurePro by the Customer, or a User that is the Customer’s Personnel: (A) poses a security risk to the Supplier or any third party; or (B) is likely to adversely impact the Supplier’s systems, ProcurePro or the systems or data of any other customer of the Supplier. (b) The Supplier reserves the right to suspend or vary ProcurePro (or part of it and whether generally or in respect of the Customer only) where it is required to do so by law, or at the direction of any court or governmental or other regulatory body. (c) Without limiting any other remedy the Supplier may have under this Agreement or at law, the Supplier may suspend the Customer’s access to ProcurePro if: (i) subject to clause 8.3, the Customer has not paid the Supplier the Fees in accordance with this Agreement, provided that the Supplier shall first have given to the Customer at least seven days' notice that ProcurePro would be suspended if the outstanding sums are not paid in full; or (ii) the Supplier receives a notice from a third party with a legitimate interest to be protected (including any regulatory body) requiring the Supplier to cease providing ProcurePro to the Customer or remove any content the Customer is making available through ProcurePro. Subject to any contrary legal requirements, the Supplier shall provide the Customer with a copy of the notice. (d) Where the Supplier suspends the Customer’s right to access and use ProcurePro (or any part of it): (i) the Supplier will use best endeavours to give the Customer as much advance notice as practicable; (ii) the Supplier will restore the Customer’s right to access and use ProcurePro as soon as practicable after the events or circumstances that lead to the suspensions have been remedied or resolved; and (iii) the Customer will not be liable to pay the applicable Fees (or part thereof) for ProcurePro during the suspension period, unless the Supplier has suspended the Customer’s right to access and use ProcurePro (or any part of it) under clause 6(a)(v) or clause 6(c) of this Agreement in which case the Customer will remain liable to pay the applicable Fees for ProcurePro during the suspension period.
Appears in 4 contracts
Samples: Saas Supply Agreement, Supply Agreement, Saas Supply Agreement
Suspension Rights. (a) The Supplier may suspend the provision of ProcurePro (or any part of it) without having any liability to the Customer:
(i) where there is (or the Supplier reasonably suspects there is) any unauthorised access to the Customer's network which may result in unauthorised access to the Supplier’s network;
(ii) where the Customer is (or the Supplier reasonably believes the Customer is) subject to a Cyber Attack;
(iii) in order to take precautions in a situation where the systems of the Supplier or any third party service provider of the Supplier, or of other customers of the Supplier, are at risk of or subject to a Cyber Attack;
(iv) in order to carry out emergency technical maintenance to any of the Supplier’s systems or any systems of a third party service provider of the Supplier;
(v) if the Customer (or any User that is the Customer’s Personnel) is in breach of clause 4.7 of this Agreement; or
(vi) where use of ProcurePro by the Customer’s, or a User that is the Customer’s Personnel:
(A) poses a security risk to the Supplier or any third party; or
(B) is likely to adversely impact the Supplier’s systems, ProcurePro or the systems or data of any other customer of the Supplier.
(b) The Supplier reserves the right to suspend or vary ProcurePro (or part of it and whether generally or in respect of the Customer only) where it is required to do so by law, or at the direction of any court or governmental or other regulatory body.
(c) Without limiting any other remedy the Supplier may have under this Agreement or at law, the Supplier may suspend the Customer’s access to ProcurePro if:
(i) subject to clause 8.3, the Customer has not paid the Supplier the Fees in accordance with this Agreement, provided that the Supplier shall first have given to the Customer at least seven days' notice that ProcurePro would be suspended if the outstanding sums are not paid in full; or;
(ii) the Supplier receives a notice from a third party with a legitimate interest to be protected (including any regulatory body) requiring the Supplier to cease providing ProcurePro to the Customer or remove any content the Customer is making available through ProcurePro. Subject to any contrary legal requirements, the Supplier shall provide the Customer with a copy of the notice.
(d) Where the Supplier suspends the Customer’s right to access and use ProcurePro (or any part of it):
(i) the Supplier will use best endeavours to give the Customer as much advance notice as practicable;
(ii) the Supplier will restore the Customer’s right to access and use ProcurePro as soon as practicable after the events or circumstances that lead to the suspensions have been remedied or resolved; and
(iii) the Customer will not be liable to pay the applicable Fees (or part thereof) for ProcurePro during the suspension period, unless the Supplier has suspended the Customer’s right to access and use ProcurePro (or any part of it) under clause 6(a)(v) or clause 6(c) of this Agreement in which case the Customer will remain liable to pay the applicable Fees for ProcurePro during the suspension period.
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement
Suspension Rights. (a) The Supplier may suspend the provision of ProcurePro (or any part of it) without having any liability to the Customer:
(i) where there is (or the Supplier reasonably suspects there is) any unauthorised access to the Customer's network which may result in unauthorised access to the Supplier’s network;
(ii) where the Customer is (or the Supplier reasonably believes the Customer is) subject to a Cyber Attack;
(iii) in order to take precautions in a situation where the systems of the Supplier or any third party service provider of the Supplier, or of other customers of the Supplier, are at risk of or subject to a Cyber Attack;
(iv) in order to carry out emergency technical maintenance to any of the Supplier’s systems or any systems of a third party service provider of the Supplier;
(v) if the Customer (or any User that is the Customer’s Personnel) is in breach of clause 4.7 of this Agreement; or
(vi) where use of ProcurePro by the Customer, or a User that is the Customer’s Personnel:
(A) poses a security risk to the Supplier or any third party; or
(B) is likely to adversely impact the Supplier’s systems, ProcurePro or the systems or data of any other customer of the Supplier.
(b) The Supplier reserves the right to suspend or vary ProcurePro (or part of it and whether generally or in respect of the Customer only) where it is required to do so by law, or at the direction of any court or governmental or other regulatory body.
(c) Without limiting any other remedy the Supplier may have under this Agreement or at law, the Supplier may suspend the Customer’s access to ProcurePro if:
(i) subject to clause 8.3, the Customer has not paid the Supplier the Fees in accordance with this Agreement, provided that the Supplier shall first have given to the Customer at least seven days' notice that ProcurePro would be suspended if the outstanding sums are not paid in full; or;
(ii) the Supplier receives a notice from a third party with a legitimate interest to be protected (including any regulatory body) requiring the Supplier to cease providing ProcurePro to the Customer or remove any content the Customer is making available through ProcurePro. Subject to any contrary legal requirements, the Supplier shall provide the Customer with a copy of the notice.
(d) Where the Supplier suspends the Customer’s right to access and use ProcurePro (or any part of it):
(i) the Supplier will use best endeavours to give the Customer as much advance notice as practicable;
(ii) the Supplier will restore the Customer’s right to access and use ProcurePro as soon as practicable after the events or circumstances that lead to the suspensions have been remedied or resolved; and
(iii) the Customer will not be liable to pay the applicable Fees (or part thereof) for ProcurePro during the suspension period, unless the Supplier has suspended the Customer’s right to access and use ProcurePro (or any part of it) under clause 6(a)(v) or clause 6(c) of this Agreement in which case the Customer will remain liable to pay the applicable Fees for ProcurePro during the suspension period.
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement
Suspension Rights. (a) The Supplier may suspend the provision of ProcurePro Hyra iQ (or any part of it) without having any liability to the Customer:
(i) where there is (or the Supplier reasonably suspects there is) any unauthorised access to the Customer's network which may result in unauthorised access to the Supplier’s network;
(ii) where the Customer is (or the Supplier reasonably believes the Customer is) subject to a Cyber Attack;
(iii) in order to take precautions in a situation where the systems of the Supplier or any third party service provider of the Supplier, or of other customers of the Supplier, are at risk of or subject to a Cyber Attack;
(iv) in order to carry out emergency technical maintenance to any of the Supplier’s systems or any systems of a third party service provider of the Supplier;
(v) if the Customer (or any User that is the Customer’s Personnel) is in breach of clause 4.7 of this Agreementagreement; or
(vi) where use of ProcurePro Hyra iQ by the Customer’s, or a User that is the Customer’s Personnel:
(A) poses a security risk to the Supplier or any third party; or
(B) is likely to adversely impact the Supplier’s systems, ProcurePro Hyra iQ or the systems or data of any other customer of the Supplier.
(b) The Supplier reserves the right to suspend or vary ProcurePro Hyra iQ (or part of it and whether generally or in respect of the Customer only) where it is required to do so by law, or at the direction of any court or governmental or other regulatory body.
(c) Without limiting any other remedy the Supplier may have under this Agreement agreement or at law, the Supplier may suspend the Customer’s access to ProcurePro Hyra iQ if:
(i) subject to clause 8.3, the Customer has not paid the Supplier the Fees in accordance with this Agreementagreement, provided that the Supplier shall first have given to the Customer at least seven days' notice that ProcurePro Hyra iQ would be suspended if the outstanding sums are not paid in full; or;
(ii) the Supplier receives a notice from a third party with a legitimate interest to be protected (including any regulatory body) requiring the Supplier to cease providing ProcurePro Hyra iQ to the Customer or remove any content the Customer is making available through ProcurePro. Hyra iQ. Subject to any contrary legal requirements, the Supplier shall provide the Customer with a copy of the notice.
(d) Where the Supplier suspends the Customer’s right to access and use ProcurePro Hyra iQ (or any part of it):
(i) the Supplier will use best endeavours to give the Customer as much advance notice as practicable;
(ii) the Supplier will restore the Customer’s right to access and use ProcurePro Hyra iQ as soon as practicable after the events or circumstances that lead to the suspensions have been remedied or resolved; and
(iii) the Customer will not be liable to pay the applicable Fees (or part thereof) for ProcurePro Hyra iQ during the suspension period, unless the Supplier has suspended the Customer’s right to access and use ProcurePro Hyra iQ (or any part of it) under clause 6(a)(v) or clause 6(c) of this Agreement agreement in which case the Customer will remain liable to pay the applicable Fees for ProcurePro Hyra iQ during the suspension period.
Appears in 1 contract
Samples: Saas Supply Terms