The Support Services. 2.1. The Service Provider shall, throughout the Term of this Agreement, provide the Support Services to the Client in accordance with the provisions of this Clause 2 and Schedule 1. 2.2. The Service Provider shall provide the Support Services only as specified during the hours of 09:00 and 17:00 and only in relation to the Specified Equipment. 2.3. The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services. 2.4. The Service Provider shall use all due and proper care to ensure that the manner in which it provides the Support Services does not have any adverse effects upon the name, reputation, image or business of the Client. 2.5. The Service Provider shall provide Helpline Support during the service hours and shall use reasonable endeavours to respond to the Client’s service query within two business hours and, if On-site Support is required, shall use reasonable endeavours to provide the same within one business day of the Client’s Helpline Support service query. 2.6. The Service Provider shall provide On-site Support during the service hours set out and shall respond to all requests for such On-site Support within two business hours (subject to sub-Clause 2.5 which shall govern the response times applicable to On- site Support which has escalated from a Helpline Support request). 2.7. At the times and dates set out, the Service Provider shall provide Regular Maintenance, such maintenance to be carried out remotely in accordance with the specification defined in this document. 2.8. In the event that the Service Provider commits any breach of any of the terms of this Agreement, the following terms shall apply: 2.8.1. the Client may give written notice to the Service Provider requiring the Service Provider to rectify the breach; 2.8.2. if the Service Provider fails to comply with any such notice given under sub-Clause 2.8.1 within 10 working days: 2.8.2.1. the Client will be entitled to obtain any of the Support Services affected by the Service Provider’s Breach from any third party until such time as it satisfied that the breach has been rectified or, in the event of termination of this Agreement, until such time as the Service Provider’s obligations cease; and 2.8.2.2. the Service Provider shall pay on demand to the Client by way of damages, the amount by which the cost to the Client of obtaining any third party services under sub-Clause 2.8. 2.1 exceeds the cost of obtaining the same from the Service Provider under this Agreement plus a sum equal to any reasonable foreseeable loss (including loss of business) suffered by the Client as a result of the Service Provider’s failure or breach. 2.9. The obligations of the Service Provider under sub- Clause 2.8.2 shall not be affected by the termination of this Agreement. 2.10. The rights of the Client under sub-Clause 2.8 shall be in addition to, and without prejudice to, any other rights or remedies of the Client. 2.11. The Service Provider shall not, during the continuance of this Agreement, provide any services which are identical or similar to the Support Services to or for the benefit of any third party that is in direct competition with the Client within without the prior written consent of the Client, such consent not to be unreasonably withheld.
Appears in 1 contract
Samples: Support Services Agreement
The Support Services. 2.1. 2.1 The Managed Service Provider shall, throughout the Term of this Agreement, provide the Support Services to the Client in accordance with the provisions of this Clause 2 and Schedule 1.
2.2. 2.2 The Managed Service Provider shall provide the Support Services only as specified in Schedule 1 during the hours of 09:00 and 17:00 9am -5PM [and only in relation to the Specified Equipment].
2.3. 2.3 The Managed Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services.
2.4. 2.4 The Managed Service Provider shall use all due and proper care to ensure that the manner in which it provides the Support Services does not have any adverse effects upon the name, reputation, image or business of the Client.
2.5. 2.5 The Managed Service Provider shall provide Helpline Support during the service hours set out in Schedule 1 and shall use reasonable endeavours to respond to the Client’s service query within two business hours 30mins and, if On-site Support is required, shall use reasonable endeavours to provide the same within one business day 2 working days of the Client’s Helpline Support service query.
2.6. 2.6 The Managed Service Provider shall provide On-site Support during the service hours set out in Schedule 1 and shall respond to all requests for such On-site Support within two business hours 9am-5pm (subject to sub-Clause 2.5 which shall govern the response times applicable to On- On-site Support which has escalated from a Helpline Support request).
2.7. 2.7 At the times and dates set outout in Schedule 1, the Managed Service Provider shall provide Regular Maintenance, such maintenance to be carried out remotely on the Online in accordance with the specification defined set out in this documentSchedule 1.
2.8. 2.8 In the event that the Service Provider commits any breach of any of the terms of this Agreement, the following terms shall apply:
2.8.1. 2.8.1 the Client may give written notice to the Service Provider requiring the Service Provider to rectify the breach;
2.8.2. 2.8.2 if the Service Provider fails to comply with any such notice given under sub-Clause 2.8.1 within 10 working 30 days:
2.8.2.1. 2.8.2.1 the Client will be entitled to obtain any of the Support Services affected by the Managed Service Provider’s Breach from any third party until such time as it satisfied that the breach has been rectified or, in the event of termination of this Agreement, until such time as the Service Provider’s obligations cease; and
2.8.2.2. 2.8.2.2 the Managed Service Provider shall pay on demand to the Client by way of damages, the amount by which the cost to the Client of obtaining any third party services under sub-Clause 2.8.
2.1 exceeds the cost of obtaining the same from the Service Provider under this Agreement plus a sum equal to any reasonable foreseeable loss (including loss of business) suffered by the Client as a result of the Service Provider’s failure or breach.
2.9. 2.9 The obligations of the Managed Service Provider under sub- sub-Clause 2.8.2 shall not be affected by the termination of this Agreement.
2.10. 2.10 The rights of the Client under sub-Clause 2.8 shall be in addition to, and without prejudice to, any other rights or remedies of the Client.
2.11. 2.11 [Subject to its obligations to the Managed Service Provider under the terms and conditions of this agreement, and without prejudice to the provisions of sub- Clause 2.8, the Client shall be free at any time (and without obligation to notify, inform or otherwise consult the Service Provider) to arrange for any services (which are similar to the Support Services or otherwise) to be provided by any third party whatsoever.]
2.12 [The Managed Service Provider shall not, during the continuance of this Agreement, provide any services which are identical or similar to the Support Services to or for the benefit of any third party that is in direct competition with the Client [within <<insert territory, area, radius etc.>>] without the prior written consent of the Client, such consent not to be unreasonably withheld.]
Appears in 1 contract
Samples: It Support Services Agreement
The Support Services. 2.1. 2.1 The Service Provider shall, throughout the Term of this Agreement, provide the Support Services to the Client in accordance with the provisions of this Clause 2 and Schedule 1.
2.2. 2.2 The Service Provider shall provide the Support Services only as specified in Schedule 1 during the hours of 09:00 and 17:00 <<insert service hours>> [and only in relation to the Specified Equipment].
2.3. 2.3 The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services.
2.4. 2.4 The Service Provider shall use all due and proper care to ensure that the manner in which it provides the Support Services does not have any adverse effects upon the name, reputation, image or business of the Client.
2.5. 2.5 The Service Provider shall provide Helpline Support during the service hours set out in Schedule 1 and shall use reasonable endeavours to respond to the Client’s service query within two business hours <<insert time period>> and, if On-site Support is required, shall use reasonable endeavours to provide the same within one business day <<insert time period>> of the Client’s Helpline Support service query.
2.6. 2.6 The Service Provider shall provide On-site Support during the service hours set out in Schedule 1 and shall respond to all requests for such On-site Support within two business hours <<insert time period>> (subject to sub-Clause 2.5 which shall govern the response times applicable to On- On-site Support which has escalated from a Helpline Support request).
2.7. 2.7 At the times and dates set outout in Schedule 1, the Service Provider shall provide Regular Maintenance, such maintenance to be carried out remotely on the Premises in accordance with the specification defined set out in this documentSchedule 1.
2.8. 2.8 In the event that the Service Provider commits any breach of any of the terms of this Agreement, the following terms shall apply:
2.8.1. 2.8.1 the Client may give written notice to the Service Provider requiring the Service Provider to rectify the breach;
2.8.2. 2.8.2 if the Service Provider fails to comply with any such notice given under sub-Clause 2.8.1 within 10 working days<<insert period>>:
2.8.2.1. 2.8.2.1 the Client will be entitled to obtain any of the Support Services affected by the Service Provider’s Breach from any third party until such time as it satisfied that the breach has been rectified or, in the event of termination of this Agreement, until such time as the Service Provider’s obligations cease; and
2.8.2.2. 2.8.2.2 the Service Provider shall pay on demand to the Client by way of damages, the amount by which the cost to the Client of obtaining any third party services under sub-Clause 2.8.
2.1 exceeds the cost of obtaining the same from the Service Provider under this Agreement plus a sum equal to any reasonable foreseeable loss (including loss of business) suffered by the Client as a result of the Service Provider’s failure or breach.
2.9. 2.9 The obligations of the Service Provider under sub- sub-Clause 2.8.2 shall not be affected by the termination of this Agreement.
2.10. 2.10 The rights of the Client under sub-Clause 2.8 shall be in addition to, and without prejudice to, any other rights or remedies of the Client.
2.11. 2.11 [Subject to its obligations to the Service Provider under the terms and conditions of this agreement, and without prejudice to the provisions of sub-Clause 2.8, the Client shall be free at any time (and without obligation to notify, inform or otherwise consult the Service Provider) to arrange for any services (which are similar to the Support Services or otherwise) to be provided by any third party whatsoever.]
2.12 [The Service Provider shall not, during the continuance of this Agreement, provide any services which are identical or similar to the Support Services to or for the benefit of any third party that is in direct competition with the Client [within <<insert territory, area, radius etc.>>] without the prior written consent of the Client, such consent not to be unreasonably withheld.]
Appears in 1 contract
Samples: It Support Services Agreement
The Support Services. 2.1. The 3Squared shall supply, and the Customer shall take and pay for the Standard Support Service Provider shall, throughout and where agreed on a case by case basis the Term of this Agreement, provide the Extended Support Services Service.
2.2. In relation to the Client Standard Support Service:
2.2.1. the Standard Support Service shall be provided during the Standard Support Hours and is described in Appendix 1 to this Schedule:
2.2.2. If on-site support is required in any month it may be provided by 3Squared at its option at the rates set out in Additional Services Rate Card (as varied from time to time in accordance with this Agreement) provided that such Additional Services and related Additional Charges are agreed by the provisions of Customer in writing in advance.
2.2.3. The Extended Support Service is detailed in Appendix 2 to this Clause 2 and Schedule.
2.2.4. The Standard Support Service shall meet the Service Levels set out in Schedule 1.
2.22.2.5. 3Squared may, on prior notice to the Customer, make changes to the Support Services, provided such changes do not have a material adverse effect on the Customer's business operations.
2.2.6. The fees for the Standard Support Service Provider and all other Services other than the Additional Services are included in the Licence Fee. The Customer shall provide pay for the Support Additional Services only at the rates set out in Additional Services Rate Card (as specified during varied from time to time in accordance with this Agreement) where Faults arise from the hours following provided that 3Squared has notified the Customer in advance of 09:00 the need for such Additional Services and 17:00 and only the Customer has agreed in relation writing the related Additional Charges:
2.2.6.1. damage to the Specified EquipmentSoftware caused by the Customer or its Authorised Users using the Software in breach of this Agreement;
2.2.6.2. failure or fluctuation of electrical power suffered by the Customer or any Authorised User;
2.2.6.3. use of the Software in combination with any equipment or software not provided by 3Squared or not designated by 3Squared for use with the Supported Service, or any Fault in any such equipment or software; or
2.2.6.4. any breach of the Customer's obligations under this Agreement).
2.3. The Service Provider 3Squared shall appoint a Support Manager, who shall be responsible for ensuring that it complies the co-ordination of all matters relating to the Support Services. All communications, documentation relating to this Agreement shall be sent as appropriate by the Support Manager to the Manager. Each party shall notify the other in writing promptly if there is any proposed change to those appointments.
2.4. In addition to its Support Manager, 3Squared shall provide sufficient Support Staff to fulfil its obligations under the terms of this Agreement. The Support Staff shall be suitably trained and experienced in the support and maintenance of the Service as defined in Schedule 2.5. 3Squared shall ensure that, while on the Customer's premises, the Support Manager, the Support Staff and all other persons who enter such premises with all statutesthe authority of 3Squared for the purpose of, regulationsor in connection with, byelaws, standards, codes of conduct and any other rules relevant to this Agreement or the provision of the Support Services.
2.4Services , adhere to the Customer's technical and manual information security policies and procedures and health and safety regulations and policies (including without limitation the Customer’s Drug & Alcohol Policy), as from time to time notified to 3Squared or otherwise brought to the notice of 3Squared or such persons. The Service Provider shall use all due and proper care Customer may remove or refuse admission to ensure that the manner any person who is, or has been, in which it provides the Support Services does not have any adverse effects upon the name, reputation, image or business of the Client.
2.5. The Service Provider shall provide Helpline Support during the service hours and shall use reasonable endeavours to respond to the Client’s service query within two business hours and, if On-site Support is required, shall use reasonable endeavours to provide the same within one business day of the Client’s Helpline Support service query.
2.6. The Service Provider shall provide On-site Support during the service hours set out and shall respond to all requests for such On-site Support within two business hours (subject to sub-Clause 2.5 which shall govern the response times applicable to On- site Support which has escalated from a Helpline Support request).
2.7. At the times and dates set out, the Service Provider shall provide Regular Maintenance, such maintenance to be carried out remotely in accordance with the specification defined in this document.
2.8. In the event that the Service Provider commits any material breach of any of the terms of this Agreementsuch procedures, the following terms shall apply:
2.8.1. the Client may give written notice to the Service Provider requiring the Service Provider to rectify the breach;
2.8.2. if the Service Provider fails to comply with any such notice given under sub-Clause 2.8.1 within 10 working days:
2.8.2.1. the Client will be entitled to obtain any of the Support Services affected by the Service Provider’s Breach from any third party until such time as it satisfied that the breach has been rectified or, in the event of termination of this Agreement, until such time as the Service Provider’s obligations cease; and
2.8.2.2. the Service Provider shall pay on demand to the Client by way of damages, the amount by which the cost to the Client of obtaining any third party services under sub-Clause 2.8regulations or policies.
2.1 exceeds the cost of obtaining the same from the Service Provider under this Agreement plus a sum equal to any reasonable foreseeable loss (including loss of business) suffered by the Client as a result of the Service Provider’s failure or breach.
2.9. The obligations of the Service Provider under sub- Clause 2.8.2 shall not be affected by the termination of this Agreement.
2.10. The rights of the Client under sub-Clause 2.8 shall be in addition to, and without prejudice to, any other rights or remedies of the Client.
2.11. The Service Provider shall not, during the continuance of this Agreement, provide any services which are identical or similar to the Support Services to or for the benefit of any third party that is in direct competition with the Client within without the prior written consent of the Client, such consent not to be unreasonably withheld.
Appears in 1 contract
Samples: Terms and Conditions
