Common use of Warranties and Indemnity Clause in Contracts

Warranties and Indemnity. 14.1 Oneserve warrants that it has title or authority to grant the licences in accordance with the Agreement and permit your use of the Software. 14.2 Subject to clause 15, Oneserve shall indemnify you from and against all claims, actions, proceedings, and all damages, losses, fines, judgements, demands, fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) arising as a result of any action or claim of infringement of copyright, database, and software rights, trade and service marks or names, design rights, patents, rights to apply for any of them, and any other intellectual property rights of a third party arising from your use of the Software during the Licence Period in accordance with these Terms but excluding any materials that you provide or any data processed using the Software, provided that: 14.2.1. Oneserve is given prompt notice of such claim; 14.2.2. you provide information and reasonable co-operation to Oneserve in the defence and settlement of such claim; 14.2.3. Oneserve is given sole authority to defend or settle the claim; and 14.2.4. to the extent permitted to do so by law, you shall not make any admissions which may be prejudicial to the defence or settlement of any such claim. 14.3 Oneserve shall not in any circumstances have any liability pursuant to clause 14.2: 14.3.1. caused or contributed to by your use of the Software in combination with software not supplied or approved in writing by Oneserve; 14.3.2. based on use of any version of the Software other than the latest version supplied by Oneserve, if such claim could have been avoided by the use of such supplied version; 14.3.3. where the claim for infringement arises in respect of a feature of the Software which was specified by you in the Specification Document; or 14.3.4. for the failure or incompatibility of equipment, property damage or incorrect data readings as a result of failed, damaged or incorrectly installed IoT sensors. 14.4 If use of the Software or receipt of the Support Services becomes, or in the opinion of qualified legal counsel is likely to become, the subject of any such claim, Oneserve may: 14.4.1. replace all or part of the Software with functionally equivalent software without any charge to you; 14.4.2. modify the Software as necessary to avoid such claim, provided that Software (as amended) functions in substantially the same way as before modification; 14.4.3. procure for you a licence from the relevant claimant to continue using the Software. 14.5 If: 14.5.1. use of the Software is determined in a court of law to be infringing; 14.5.2. Oneserve is advised by a barrister of at least ten years' call that use or possession by you of the Software in accordance with these Terms is likely to constitute infringement of a third party's rights; or 14.5.3. an injunction or similar order is granted in connection with a claim of the types referred to in clause 14.2 which prevents or restricts the use or possession by you of the Software in accordance with these Terms; and Oneserve is unable, after best efforts, to procure for you the right to continue using the Software or to provide you with functionally equivalent non-infringing software, the Agreement (including the Licence) will be terminated. 14.6 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. 14.7 Oneserve further warrants that the Services will be provided with reasonable skill and care and that the Software and any equipment (at the time of delivery) provided by Oneserve will, in all material respects, match any description given to it by Oneserve. Your sole remedy for breach of this warranty will be the re-performance by us of any defective Services and the repair or replacement of defective Software or equipment free of additional charge. 14.8 Oneserve will use reasonable endeavours to keep the Software in working order. If the Software is not working during Working Hours, Oneserve will use reasonable endeavours to reinstate it through the provision of support. Due to the nature of the internet, Oneserve cannot be responsible for any failure of telecommunications or other third party systems needed for use of the Software nor shall it be responsible for any other loss or damage resulting from the transfer of data over telecommunications networks and facilities, including the internet. Oneserve does not warrant that the Software will operate error-free or uninterrupted. 14.9 Oneserve will use reasonable endeavours to ensure that any anticipated go live date is met, but will not be liable for any delays, and time is not of the essence for these purposes.

Warranties and Indemnity. 14.1 Oneserve warrants that it has title or authority to grant the licences in accordance with the Agreement and permit your use of the Software. 14.2 Subject to clause 15, Oneserve shall indemnify you from and against all claims, actions, proceedings, and all damages, losses, fines, judgements, demands, fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) arising as a result of any action or claim of infringement of copyright, database, and software rights, trade and service marks or names, design rights, patents, rights to apply for any of them, and any other intellectual property rights of a third party arising from your use of the Software during the Licence Period in accordance with these Terms but excluding any materials that you provide or any data processed using the Software, provided that:the 14.2.1. 14.2.1 Oneserve is given prompt notice of such claim; 14.2.2. 14.2.2 you provide information and reasonable co-operation to Oneserve in the defence and settlement of such claim; 14.2.3. 14.2.3 Oneserve is given sole authority to defend or settle the claim; and 14.2.4. 14.2.4 to the extent permitted to do so by law, you shall not make any admissions which may be prejudicial to the defence defense or settlement of any such claim. 14.3 Oneserve shall not in any circumstances have any liability pursuant to clause 14.2: 14.3.1. 14.3.1 caused or contributed to by your use of the Software in combination with software not supplied or approved in writing by Oneserve; 14.3.2. 14.3.2 based on use of any version of the Software other than the latest version supplied by Oneserve, if such claim could have been avoided by the use of such supplied version;; or 14.3.3. 14.3.3 where the claim for infringement arises in respect of a feature of the Software which was specified by the you in the Specification Document; or 14.3.4. for the failure or incompatibility of equipment, property damage or incorrect data readings as a result of failed, damaged or incorrectly installed IoT sensors. 14.4 If use of the Software or receipt of the Support Services becomes, or in the opinion of qualified legal counsel is likely to become, the subject of any such claim, Oneserve may: 14.4.1. 14.4.1 replace all or part of the Software with functionally equivalent software without any charge to you; 14.4.2. 14.4.2 modify the Software as necessary to avoid such claim, provided that Software (as amended) functions in substantially the same way as before modification; 14.4.3. 14.4.3 procure for you a licence from the relevant claimant to continue using the Software. 14.5 If: 14.5.1. 14.5.1 use of the Software is determined in a court of law to be infringing; 14.5.2. 14.5.2 Oneserve is advised by a barrister of at least ten years' call that use or possession by you of the Software in accordance with these Terms is likely to constitute infringement of a third party's rights; or 14.5.3. 14.5.3 an injunction or similar order is granted in connection with a claim of the types referred to in clause 14.2 which prevents or restricts the use or possession by you of the Software in accordance with these Terms; and Oneserve is unable, after best efforts, to procure for you the right to continue using the Software or to provide you with functionally equivalent non-infringing software, the Agreement (including the Licence) will be terminated. 14.6 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. . 14.7 Oneserve further warrants that the Services will be provided with reasonable skill and care and that the Software and any equipment (at the time of delivery) provided by Oneserve will, in all material respects, match any description given to it by Oneserve. Your sole remedy for breach of this warranty will be the re-performance by us of any defective Services and the repair or replacement of defective Software or equipment free of additional charge. 14.8 Oneserve will use reasonable endeavours to keep the Software in working order. If the Software is not working during Working Hours, Oneserve will use reasonable endeavours to reinstate it through the provision of support. Due to the nature of the internet, Oneserve cannot be responsible for any failure of telecommunications or other third party systems needed for use of the Software nor shall it be responsible for any other loss or damage resulting from the transfer of data over telecommunications networks and facilities, including the internet. Oneserve does not warrant that the Software will operate error-free or uninterrupted. 14.9 Oneserve will use reasonable endeavours to ensure that any anticipated go live date is met, but will not be liable for any delays, and time is not of the essence for these purposes.

Warranties and Indemnity. 14.1 Oneserve warrants that it has title or authority to grant the licences in accordance with the Agreement and permit your use of the Software. 14.2 Subject to clause 15, Oneserve shall indemnify you from and against all claims, actions, proceedings, and all damages, losses, fines, judgements, demands, fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) arising as a result of any action or claim of infringement of copyright, database, and software rights, trade and service marks or names, design rights, patents, rights to apply for any of them, and any other intellectual property rights of a third party arising from your use of the Software during the Licence Period in accordance with these Terms but excluding any materials that you provide or any data processed using the Software, provided that: 14.2.1. Oneserve is given prompt notice of such claim; 14.2.2. you provide information and reasonable co-operation to Oneserve in the defence and settlement of such claim; 14.2.3. Oneserve is given sole authority to defend or settle the claim; and 14.2.4. to the extent permitted to do so by law, you shall not make any admissions which may be prejudicial to the defence or settlement of any such claim. 14.3 Oneserve shall not in any circumstances have any liability pursuant to clause 14.2: 14.3.1. caused or contributed to by your use of the Software in combination with software not supplied or approved in writing by Oneserve; 14.3.2. based on use of any version of the Software other than the latest version supplied by Oneserve, if such claim could have been avoided by the use of such supplied version; 14.3.3. where the claim for infringement arises in respect of a feature of the Software which was specified by you in the Specification Document; or 14.3.4. for the failure or incompatibility of equipment, property damage or incorrect data readings as a result of failed, damaged or incorrectly installed IoT sensors. 14.4 If use of the Software or receipt of the Support Services becomes, or in the opinion of qualified legal counsel is likely to become, the subject of any such claim, Oneserve may: 14.4.1. replace all or part of the Software with functionally equivalent software without any charge to you; 14.4.2. modify the Software as necessary to avoid such claim, provided that Software (as amended) functions in substantially the same way as before modification; 14.4.3. procure for you a licence from the relevant claimant to continue using the Software. 14.5 If: 14.5.1. use of the Software is determined in a court of law to be infringing; 14.5.2. Oneserve is advised by a barrister of at least ten years' call that use or possession by you of the Software in accordance with these Terms is likely to constitute infringement of a third party's rights; or 14.5.3. an injunction or similar order is granted in connection with a claim of the types referred to in clause 14.2 which prevents or restricts the use or possession by you of the Software in accordance with these Terms; and Oneserve is unable, after best efforts, to procure for you the right to continue using the Software or to provide you with functionally equivalent non-infringing software, the Agreement (including the Licence) will be terminated. 14.6 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. 14.7 Oneserve further warrants that the Services will be provided with reasonable skill and care and that the Software and any equipment (at the time of delivery) provided by Oneserve will, in all material respects, match any description given to it by Oneserve. Your sole remedy for breach of this warranty will be the re-re- performance by us of any defective Services and the repair or replacement of defective Software or equipment free of additional charge. 14.8 Oneserve will use reasonable endeavours to keep the Software in working order. If the Software is not working during Working Hours, Oneserve will use reasonable endeavours to reinstate it through the provision of support. Due to the nature of the internet, Oneserve cannot be responsible for any failure of telecommunications or other third party systems needed for use of the Software nor shall it be responsible for any other loss or damage resulting from the transfer of data over telecommunications networks and facilities, including the internet. Oneserve does not warrant that the Software will operate error-free or uninterrupted. 14.9 Oneserve will use reasonable endeavours to ensure that any anticipated go live date is met, but will not be liable for any delays, and time is not of the essence for these purposes.

Warranties and Indemnity. 14.1 Oneserve warrants that it has title or authority to grant the licences in accordance with the Agreement and permit your use of the Software. 14.2 Subject to clause 15, Oneserve shall indemnify you from and against all claims, actions, proceedings, and all damages, losses, fines, judgements, demands, fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) arising as a result of any action or claim of infringement of copyright, database, and software rights, trade and service marks or names, design rights, patents, rights to apply for any of them, and any other intellectual property rights of a third party arising from your use of the Software during the Licence Period in accordance with these Terms but excluding any materials that you provide or any data processed using the Software, provided that: 14.2.1. 14.2.1 Oneserve is given prompt notice of such claim; 14.2.2. 14.2.2 you provide information and reasonable co-operation to Oneserve in the defence and settlement of such claim; 14.2.3. 14.2.3 Oneserve is given sole authority to defend or settle the claim; and 14.2.4. 14.2.4 to the extent permitted to do so by law, you shall not make any admissions which may be prejudicial to the defence defense or settlement of any such claim. 14.3 Oneserve shall not in any circumstances have any liability pursuant to clause 14.2: 14.3.1. 14.3.1 caused or contributed to by your use of the Software in combination with software not supplied or approved in writing by Oneserve; 14.3.2. 14.3.2 based on use of any version of the Software other than the latest version supplied by Oneserve, if such claim could have been avoided by the use of such supplied version;; or 14.3.3. 14.3.3 where the claim for infringement arises in respect of a feature of the Software which was specified by the you in the Specification Document; or 14.3.4. for the failure or incompatibility of equipment, property damage or incorrect data readings as a result of failed, damaged or incorrectly installed IoT sensors. 14.4 If use of the Software or receipt of the Support Services becomes, or in the opinion of qualified legal counsel is likely to become, the subject of any such claim, Oneserve may: 14.4.1. 14.4.1 replace all or part of the Software with functionally equivalent software without any charge to you; 14.4.2. 14.4.2 modify the Software as necessary to avoid such claim, provided that Software (as amended) functions in substantially the same way as before modification; 14.4.3. 14.4.3 procure for you a licence from the relevant claimant to continue using the Software. . 14.5 If: 14.5.1. 14.5.1 use of the Software is determined in a court of law to be infringing; 14.5.2. 14.5.2 Oneserve is advised by a barrister of at least ten years' call that use or possession by you of the Software in accordance with these Terms is likely to constitute infringement of a third party's rights; or 14.5.3. 14.5.3 an injunction or similar order is granted in connection with a claim of the types referred to in clause 14.2 which prevents or restricts the use or possession by you of the Software in accordance with these Terms; and Oneserve is unable, after best efforts, to procure for you the right to continue using the Software or to provide you with functionally equivalent non-infringing software, the Agreement (including the Licence) will be terminated. 14.6 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity. 14.7 Oneserve further warrants that the Services will be provided with reasonable skill and care and that the Software and any equipment (at the time of delivery) provided by Oneserve will, in all material respects, match any description given to it by Oneserve. Your sole remedy for breach of this warranty will be the re-performance by us of any defective Services and the repair or replacement of defective Software or equipment free of additional charge. 14.8 Oneserve will use reasonable endeavours to keep the Software in working order. If the Software is not working during Working Hours, Oneserve will use reasonable endeavours to reinstate it through the provision of support. Due to the nature of the internet, Oneserve cannot be responsible for any failure of telecommunications or other third party systems needed for use of the Software nor shall it be responsible for any other loss or damage resulting from the transfer of data over telecommunications networks and facilities, including the internet. Oneserve does not warrant that the Software will operate error-free or uninterrupted. 14.9 Oneserve will use reasonable endeavours to ensure that any anticipated go live date is met, but will not be liable for any delays, and time is not of the essence for these purposes.