WARRANTIES AND SERVICE LEVELS. 8.1 The Customer warrants that: (a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer; (b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement; (c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the Supplier, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and (d) the Supplier's use in the provision of the Dedicated Support or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party. 8.2 The Supplier warrants and represents that: (a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier; (b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached; (c) it will comply with all applicable laws in performing its obligations under this Agreement; and (d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party. 8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. 8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement. 8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of Work. 8.6 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. 8.7 In the event of any Unscheduled Downtime the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recorded. The Supplier shall, without reference to the Customer, initiate the necessary corrective actions. The Supplier shall advise the Customer of all such Unscheduled Downtime. 8.8 As the Customer becomes aware of an interruption to the Service, or a failure of the Service to the levels identified in the relevant Statement of Work, then the Customer is required to advise the Supplier’s Help Desk and obtain a service request number. 8.9 The service levels in Clause 8 and the service levels in the relevant Statement of Work are specific to directly provided Services of the Supplier and do not relate to Third Party Software (of which such Third-Party Software will be governed by their own relevant service levels). 8.10 The Supplier shall not in any circumstances be liable under the warranties in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event. 8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. 8.12 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free. 8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Samples: Acceptable Use Policy, Service Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 11.1. The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this the Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 11.2. The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the CustomerClient's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws Applicable Laws in performing its obligations under this the Agreement; and
(d) the CustomerClient's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the CustomerClient, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 11.3. Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 11.4. In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkOrder Pack and to the extent it reasonably can.
8.6 11.5. If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client; or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 11.6. Unless otherwise agreed or set out in the event Order Pack (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7. If the Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quotation if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As 11.8. The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 11.9. The service levels Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in Clause 8 and the service levels in the relevant Statement advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
11.10. The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 11.11. The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 11 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 11.12. Notwithstanding the foregoing, the Supplier does not warrant that the CustomerClient's use of the Services will be uninterrupted or error-free.
8.13 11.13. The Customer Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services and Software are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Customer accesses the Services through the public Internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 9.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and;
(de) it will comply with all Applicable Laws in performing its obligations under this Agreement;
(f) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or Software other Client Hardware supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws Applicable Laws in performing its obligations under this Agreement; and
(d) the Customer's Client’s use of any Supplier materials and/or third-party Third Party materials, including any materials supplied by the Supplier to the CustomerClient, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 9.3 The Supplier does not guarantee that the Services will be continuously available to the Client or free from Service Failures.
9.4 Where the Client believes that it is experiencing a Service Failure, it must immediately report this to the Supplier via the Equasys IT Solutions Limited Support Desk, providing sufficient information to enable the Supplier to investigate the problem. The Supplier will log the time of receipt of all such reports.
9.5 Where the Supplier spends time investigating a fault reported by the Client and concludes that there has been no Service Failure, the Supplier reserves the right to charge the Client for all reasonable costs and expenses incurred in investigating the report and the Client agrees to pay such charges.
9.6 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 9.7 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 9.8 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 9.9 Unless otherwise agreed or set out in the event Statement of Work (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
9.10 If the Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quote if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Charges.
8.8 As 9.11 The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 9.12 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time.
9.13 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
9.14 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 9.15 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
9.16 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 9 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 9.17 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's Client’s use of the Services will be uninterrupted or error-free.
8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 9.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 9.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 9.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 9.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Customer; or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 9.6 Unless otherwise agreed or set out in the event Statement of Work (as forming part of the Service) if the Customer accesses the Services through the public Internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
9.7 If the Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As 9.8 The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 9.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
9.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
9.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 9.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 9 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 9.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 9.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or Software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's Client’s use of any Supplier materials and/or third-party Third Party materials, including any materials supplied by the Supplier to the CustomerClient, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quote if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's Client’s use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and the Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkOrder Form or Quote and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ its behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Order Form or Quote (as forming part of the Service) if the Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in the Order Form or Quote to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in Order Form or Quote to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 10.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 10.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-third party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 10.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 10.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 10.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment.
8.7 In the event of any Unscheduled Downtime the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recorded. The Supplier shall, without reference to the Customer, initiate the necessary corrective actions. The Supplier shall advise the Customer of all such Unscheduled Downtime.
8.8 As the Customer becomes aware of an interruption to the Service, or a failure of the Service to the levels identified in the relevant Statement of Work, then the Customer is required to advise the Supplier’s Help Desk and obtain a service request number.
8.9 The service levels in Clause 8 and the service levels in the relevant Statement of Work are specific to directly provided Services of the Supplier and do not relate to Third Party Software (of which such Third-Party Software will be governed by their own relevant service levels).
8.10 The Supplier shall not in any circumstances be liable under the warranties in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.,
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 10.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this the Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 10.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this the Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 10.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 10.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of Workrelevant Service Specification and to the extent it reasonably can.
8.6 10.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Customer; or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 10.6 Unless otherwise agreed or set out in a Service Specification (as forming part of the event Service), if the Customer accesses the Services through the public Internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
10.7 If the Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As 10.8 The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 10.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
10.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavours to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
10.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 10.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 10 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 10.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 10.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 10.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this the Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 10.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this the Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 10.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 10.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of Workrelevant Quote and to the extent it reasonably can.
8.6 10.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Customer; or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 10.6 Unless otherwise agreed or set out in a Quote (as forming part of the event Service), if the Customer accesses the Services through the public Internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
10.7 If the Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As 10.8 The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 10.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
10.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavours to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
10.11 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 10.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 10 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 10.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 10.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents ;
(e) it will comply with all Applicable Laws in respect of any Third-Party Softwareperforming its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or Software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws Applicable Laws in performing its obligations under this Agreement; and
(d) the Customer's Client’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in to the Statement of Workextent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client, or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quote if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in Clause 8 and the service levels in the relevant Statement advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.10 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.11 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back-ups.
8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's Client’s use of the Services will be uninterrupted or error-free.
8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS.
8.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the CustomerClient's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the CustomerClient's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the CustomerClient, shall not cause the Customer Client Version: 2.0 Issues Date: 01/12/2022 Page 18 of 36 Classification: Public to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quote if it is to provide additional resources or Services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure Services. The Supplier will arrange any Scheduled Downtime in advance with the Clients Representatives. The Supplier is not responsible for Version: 2.0 Issues Date: 01/12/2022 Page 19 of the Service 36 Classification: Public Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavors to inform the Client by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the CustomerClient's use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Customer accesses the Services through the public Internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents ;
(e) it will comply with all Applicable Laws in respect of any Third-Party Softwareperforming its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or Software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws Applicable Laws in performing its obligations under this Agreement; and
(d) the Customer's Client’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. risk and the Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commerciall y reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkOrder Form and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Order Form (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quote if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.12 Save only as may be provided for otherwise under any Order Form, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
8.13 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.14 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's Client’s use of the Services will be uninterrupted or error-free.
8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 11.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this the Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and;
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party;
(e) it will comply with and use the Managed Services in accordance with the terms of the Agreement and all Applicable Laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to relevant laws; and
(f) the Customer is solely responsible for securing and backing up its data unless otherwise set out in the applicable Statement of Work. The Supplier is not responsible or liable for the deletion of or failure to store any Customer Data and other communications maintained or transmitted through the use of the Managed Services or Products.
8.2 11.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this the Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 11.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 11.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 11.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Customer; or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 11.6 Unless otherwise agreed or set out in the event Statement of Work (as forming part of the Service), if the Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.7 If the Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As 11.8 The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 11.9 The service levels in Clause 8 and the service levels in the relevant Statement of Work Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 11.10 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 11 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 11.11 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 11.12 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's ’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's ’s use of any Supplier materials and/or third-party Third Party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quote if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's ’s use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it shall use the Services in accordance with Applicable Law;
(c) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(d) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(ce) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(df) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or Software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's Client’s use of any Supplier materials and/or third-third party materials, including any materials supplied by the Supplier to the CustomerClient, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment.
8.7 In the event of any Unscheduled Downtime the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recorded. The Supplier shall, without reference to the Customer, initiate the necessary corrective actions. The Supplier shall advise the Customer of all such Unscheduled Downtime.
8.8 As the Customer becomes aware of an interruption to the Service, or a failure of the Service to the levels identified in the relevant Statement of Work, then the Customer is required to advise the Supplier’s Help Desk and obtain a service request number.
8.9 The service levels in Clause 8 and the service levels in the relevant Statement of Work are specific to directly provided Services of the Supplier and do not relate to Third Party Software (of which such Third-Party Software will be governed by their own relevant service levels).
8.10 The Supplier shall not in any circumstances be liable under the warranties in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.,
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier;
(c) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(cd) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents ;
(e) it will comply with all Applicable Laws in respect of any Third-Party Softwareperforming its obligations under this Agreement; and
(df) the Supplier's ’s use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party Third Party materials, including any Hardware or Software other Client Hardware supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's Client’s use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws Applicable Laws in performing its obligations under this Agreement; and
(d) the Customer's Client’s use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own riskrisk and the Client assumes responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quote if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Client’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Client in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 8.12 Save only as may be provided for otherwise under any Statement of Work, the Supplier makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back- ups.
8.13 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.14 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's Client’s use of the Services will be uninterrupted or error-free.
8.13 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 9.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 9.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 9.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services and Software are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 9.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 9.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 9.6 Unless otherwise agreed or set out in the event Statement of Work (as forming part of the Service) if the Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
9.7 If the Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As 9.8 The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 9.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
9.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
9.11 The Service Level Arrangements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 9.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 9 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 9.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 9.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 10.1. The Customer Client warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the CustomerClient;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this the Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software software supplied by the Customer Client to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 10.2. The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the CustomerClient's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws Applicable Laws in performing its obligations under this the Agreement; and
(d) the CustomerClient's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the CustomerClient, shall not cause the Customer Client to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 10.3. Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and CustomerClient’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 10.4. In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer Client giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 10.5. If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer Client or Designated Authorised User, (ii) the CustomerClient’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer Client; or (iv) any third party action in response to an act or omission of the Customer Client or any person given access to the Service by the Customer Client (including third party hosted software vendors) then the Supplier may recover from the Customer Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 10.6. Unless otherwise agreed or set out in the event Statement of Work (as forming part of the Service), if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
10.7. If the Client moves from one Client Site to another site or makes changes to any Unscheduled Downtime Client Site or opens a new location to be added to the Client Sites, the Client must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to carry out an inspection of any cabling and advise the Customer, initiate Client of any work to bring the necessary corrective actionsIT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier shall advise will provide a quotation if it is to provide additional resources or services in the Customer case of all such Unscheduled Downtimeany change at the Client Sites or new Client Sites for including as part of the Fees.
8.8 As 10.8. The Supplier will request approval from the Customer becomes aware of an interruption Client’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Clients Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 10.9. The service levels Supplier reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. The Supplier will make reasonable endeavours to inform the Client by telephone or email in Clause 8 and the service levels in the relevant Statement advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
10.10. The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 10.11. The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 10 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 10.12. Notwithstanding the foregoing, the Supplier does not warrant that the CustomerClient's use of the Services will be uninterrupted or error-free.
8.13 10.13. The Customer Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkService Specification and to the extent it reasonably can.
8.6 8.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.6 Unless otherwise agreed or set out in the Service Specification (as forming part of the Service) if the Customer accesses the Services through the public Internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
8.7 In If the event of Customer moves from one Customer Site to another site or makes changes to any Unscheduled Downtime Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customers Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
8.10 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
8.11 The Service Level Agreements are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Party Software Services will be governed by their own relevant service levels).
8.10 8.12 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 8.13 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 8.14 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
WARRANTIES AND SERVICE LEVELS. 8.1 11.1 The Customer warrants that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Customer;
(b) it has the authority to grant any rights to be granted to the Supplier under this Agreement, including the right to provide any Third-Party Software and Hardware to the Supplier as indicated in this Agreement and for the same to be used in the provision of the Services and otherwise in connection with this Agreement;
(c) it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to the SupplierSupplier and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement, including any third-Party licences and consents in respect of any Third-Party Software; and
(d) the Supplier's use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement of any third-third party materials, including any Hardware or Software supplied by the Customer to the Supplier for use in the provision of the Dedicated Support Managed Services or otherwise in connection with this Agreement, shall not cause the Supplier to infringe the rights, including any Intellectual Property Rights, of any third party.
8.2 11.2 The Supplier warrants and represents that:
(a) it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Supplier;
(b) it owns or has obtained valid licences, consents, permissions and rights to enable the Supplier to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Customer's use and receipt of the Services, and the Supplier shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
(c) it will comply with all applicable laws in performing its obligations under this Agreement; and
(d) the Customer's use of any Supplier materials and/or third-third party materials, including any materials supplied by the Supplier to the Customer, shall not cause the Customer to infringe the rights, including any Intellectual Property Rights, of any third party.
8.3 11.3 Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Customer’s use of the Services is at its own risk. The Supplier does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
8.4 The Supplier warrants that the Dedicated Support will be performed with all reasonable skill and care and that it will be provided in accordance with the Statement of Work and the terms and conditions of this Agreement.
8.5 11.4 In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and the Supplier becomes aware of this either through the Customer giving notification to the Supplier of such default, fault or impairment, or as a result of the Supplier’s monitoring, then the Supplier shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Statement of WorkWork and to the extent it reasonably can.
8.6 11.5 If the Supplier determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Customer or Designated Authorised User, (ii) the Customer’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Customer or (iv) any third party action in response to an act or omission of the Customer or any person given access to the Service by the Customer (including third party hosted software vendors) then the Supplier may recover from the Customer all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, the Supplier can make no commitment to fix any fault and time is not of the essence.
8.7 In 11.6 Save only as may be provided for otherwise under any Statement of Work, the event Supplier makes no warranty or representation of any Unscheduled Downtime data backup with the Services. The Customer is responsible for all database and/or system back-ups as required before any change is carried out.
11.7 Unless otherwise agreed or set out in the Statement of Work (as forming part of the Service) if the Customer accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Customer’s choice, the Customer assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
11.8 If the Customer moves from one Customer Site to another site or makes changes to any Customer Site or opens a new location to be added to the Customer Sites, the Customer must notify the Supplier shall issue a service request number against which details of the Unscheduled Downtime will be recordedin advance. The Supplier shall, without reference may need to the Customer, initiate the necessary corrective actions. The Supplier shall carry out an inspection of any cabling and advise the Customer of all such Unscheduled Downtimeany work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. The Supplier will provide a quotation if it is to provide additional resources or services in the case of any change at the Customer Sites or new Customer Sites for including as part of the Fees.
8.8 As 11.9 The Supplier will request approval from the Customer becomes aware of an interruption Customer’s Representatives before making any significant changes to the Service, or a failure of Services. The Supplier will arrange any Scheduled Downtime in advance with the Service Customer’s Representatives. The Supplier is not responsible for Unscheduled Downtime that is due to the levels identified in the relevant Statement of Work, then the Customer is required to advise anything outside the Supplier’s Help Desk control and obtain a service request numberthe Supplier and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
8.9 11.10 The service levels in Clause 8 Supplier will carry out network management routines to test the operations and the service levels in functions of the relevant Statement Services from time to time, notifying the Customer in advance.
11.11 The Supplier reserves the right to take any action that it perceives necessary to protect the Customer’s systems even though this may impact on the Customer’s business activities. The Supplier will make reasonable endeavors to inform the Customer by telephone or email in advance of Work such action, but such action will not be dependent on such notification having been given or acknowledged.
11.12 The Service Level Arrangement are specific to directly provided Services of the Supplier and do not relate to Third Party Software Services (of which such Third-Third Party Software Services will be governed by their own relevant service levels).
8.10 11.13 The Supplier shall not in any circumstances be liable under the warranties its obligations in this Clause 8 11 if it can demonstrate that any failure of the Services to comply with such warranties was caused or contributed to by any Relief Event.
8.11 If the Dedicated Support do not conform with the warranty in Clause 8.4, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non- conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
8.12 11.14 Notwithstanding the foregoing, the Supplier does not warrant that the Customer's use of the Services will be uninterrupted or error-free.
8.13 11.15 The Customer hereby warrants that it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by the Supplier or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by the Supplier.
Appears in 1 contract
Samples: Master Services Agreement
