Warranty and Disclaimer. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company. The Company’s obligation and the Customer’s exclusive remedy during the Service Term are limited, in the Company’s absolute discretion, to: (a) The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or (b) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that: (a) the facilities and functions of the Services meet the Customer’s requirements; (b) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction. (c) the Company does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement. The Company will not be liable for any failure of the Services to provide any function not described in this Agreement or any failure attributable to: (a) any modification to the Services other than by the Company; (b) accident, abuse or misapplication of Services by the Customer; (c) use of the Services with other software or equipment without the Company’s written consent; (d) use of other than the latest, unaltered current release of the Services; (e) or use other than in accordance with this Agreement. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 4 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Warranty and Disclaimer. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain provide the Services Cloud Service in a manner which minimises errors and interruptions in the Services Cloud Service and shall perform the Implementation Onboarding and Advisory Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company. The Company’s obligation and the Customer’s exclusive remedy during the Service Term are limited, in the Company’s absolute discretion, to:
(a) The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(b) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
(a) the facilities and functions of the Services meet the Customer’s requirements;
(b) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
(c) the Company does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement. The Company will not be liable for any failure of the Services to provide any function not described in this Agreement or any failure attributable to:
(a) any modification to the Services other than by the Company;
(b) accident, abuse or misapplication of Services by the Customer;
(c) use of the Services with other software or equipment without the Company’s written consent;
(d) use of other than the latest, unaltered current release of the Services;
(e) or use other than in accordance with this Agreement. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
Warranty and Disclaimer. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s 's reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company. The Company’s 's obligation and the Customer’s 's exclusive remedy during the Service Term are limited, in the Company’s 's absolute discretion, to:
(a) The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(b) a refund of the Fees paid if, in the Company’s 's reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. The Customer acknowledges and accepts that it is the Customer’s 's sole responsibility to ensure that:
(a) the facilities and functions of the Services meet the Customer’s 's requirements;; and
(b) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s 's jurisdiction.
(c) the . The Company does not purport to provide any legal, taxation or accountancy advice by providing the Services Service under this Agreement. The Company will not be liable for any failure of the Services to provide any function not described in this Agreement the documentation or any failure attributable to:
(a) any modification to the Services other than by the Company;
(b) accident, abuse or misapplication of Services by the Customer;
(c) use of the Services with other software or equipment without the Company’s 's written consent;
(d) use of other than the latest, unaltered current release of the Services;
(e) or use other than in accordance with this Agreement. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 1 contract
Samples: Services Agreement
Warranty and Disclaimer. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner10.1. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant SmarterPay warrants that the Services will be uninterrupted performed substantially in accordance with the Documentation and with reasonable skill and care for the Subscription Term. SmarterPay warrants that it will comply with the service levels set out in the SLA or error free; nor does it make any warranty as Schedule for each respective Service.
10.2. The warranties provided in clause 10.1 shall not apply to the results that may be obtained from extent of any non- conformance which is caused by:
a) Customer’s use of the ServicesServices contrary to SmarterPay’s instructions or the Documentation; or
b) modification or alteration of the Services by any party other than SmarterPay or SmarterPay's duly authorized contractors or agents.
10.3. While all due care has been takenIf the Services do not conform with the warranty provided in clause 10.1, SmarterPay will, at its expense, use commercially reasonable efforts to correct any such non-conformance promptly, or provide the Company Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Customer's sole and exclusive remedy, and SmarterPay’s sole and exclusive liability for any breach of the warranty. Notwithstanding the foregoing, SmarterPay:
a) does not warrant that the operation Customer's use of the Services will be uninterrupted or error free error-free; or that any third party components of the Services, will be accurate or error free or that Documentation and/or the information obtained by Customer through the Services will be compatible with any application, program or software not specifically identified as compatible by the Company. The Company’s obligation and the meet Customer’s exclusive remedy during the Service Term are limited, in the Company’s absolute discretion, to:
(a) The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(b) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
(a) the facilities and functions of the Services meet the Customer’s 's requirements;
(b) the Services are appropriate is not responsible for the specific circumstance of the Customer and are within the laws and regulations of the any delays, delivery failures, or any other loss or damage resulting from Customer’s jurisdiction.
(c) the Company does not purport access to provide any legal, taxation or accountancy advice by providing the Services under this Agreement. The Company will not be liable for any failure of the Services to provide any function not described in this Agreement or any failure attributable to:
(a) any modification to the Services other than by the Company;
(b) accident, abuse or misapplication of Services by the Customer;
(c) and use of the Services with and/or third- party applications or the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other software or equipment without problems inherent in the Company’s written consentuse of such communications facilities;
(c) is not responsible for any Virus which was not detected by SmarterPay using reasonable current commercial methods of detection or transmitted through any third-party services;
d) use nor its suppliers or third-party service providers or software vendors, shall have any liability whatsoever for the accuracy, completeness, or timeliness of Customer Data, or for any decision made or action taken by Customer, any Authorized User, or any third party in reliance upon any Customer Data.
10.4. Except as expressly provided for in this clause 10, SmarterPay (and its Associated Companies and its suppliers) to the extent permitted by law, disclaims all other than the latestwarranties, unaltered current release express, implied or statutory, including warranties, terms and conditions of the Services;
(e) merchantability, accuracy, correspondence with description, fitness for a particular purpose or use other than in accordance and satisfactory quality, and non-infringement.
10.5. This Agreement shall not prevent SmarterPay from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 1 contract
Samples: Master Agreement
Warranty and Disclaimer. (a) The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. .
(b) While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company.
(c) To the maximum extent permitted by law, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Software provided hereunder is given or assumed by the Company other than as required at law.
(d) The Company makes no representations, warranties or guarantees:
(i) that content available on, or produced by or via, the Software is accurate, complete, reliable, current, error-free or suitable for any particular purpose; or
(ii) that the Software and/or the Services are or will be free from viruses, worm, trojan or other malicious code. The Customer responsible for taking precautions in this respect.
(e) The Company’s obligation and the Customer’s exclusive remedy during the Service Term are limited, in the Company’s absolute discretion, to:
(ai) The the Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(bii) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. .
(f) The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
(ai) the facilities and functions of the Services meet the Customer’s requirements;
(bii) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
(ciii) the Company does not purport to provide any legal, taxation or accountancy advice by providing the Services Service under this Agreement. .
(g) The Company will not be liable for any failure of the Services to provide any function not described in this Agreement the documentation (provided online as part of the Services) or any failure attributable to:
(ai) any modification to the Services other than by the Company;
(bii) accident, abuse or misapplication of Services by the Customer;
(ciii) use of the Services with other software or equipment without the Company’s written consent;
(div) use of other than the latest, unaltered current release of the Services;; or
(ev) or use other than in accordance with this Agreement. .
(h) If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 1 contract
Samples: Saas Services Agreement
Warranty and Disclaimer. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain provide the Services Cloud Service in a manner which minimises errors and interruptions in the Services Cloud Service and shall perform the Implementation Onboarding and Advisory Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, whilst all due care has been taken, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. While all due care has been taken, the Company ; nor does not it warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company. The Company’s obligation and the Customer’s exclusive remedy during the Service Term are limited, in the Company’s absolute discretion, to:
(a) The the Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(b) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
(a) the facilities and functions of the Services meet the Customer’s requirements;
(b) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
(c) the Company does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement. The Company will not be liable for any failure of the Services to provide any function not described in this Agreement or any failure attributable to:
(a) any modification to the Services other than by the Company;
(b) accident, abuse or misapplication of Services by the Customer;
(c) use of the Services with other software or equipment without the Company’s written consent;
; (d) use of other than the latest, unaltered current release of the Services;
(e) or use other than in accordance with this Agreement. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 1 contract
Samples: Master Services Agreement
Warranty and Disclaimer. The Company is in compliance with and shall comply with contribute or otherwise make available any funds it receives from Customer, to any person or entity that would result in a violation of any laws by Customer or any other person. Company, as well as its directors, officers, employees, and agents have not directly or indirectly violated the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, as amended, or other applicable anti corruption or anti-bribery laws or regulations (collectively, “Anti-Corruption Laws”) in connection with this Agreement or the activities contemplated hereby. Furthermore, there has not been, and there is no, pending or threatened action, suit, proceeding or investigation involving Company, or any of its officers, directors, employees, or agents, or any informal or formal investigation by Company, or its legal representatives or a governmental authority involving the foregoing, in each case that relates to a potential or actual violation of Anti-Corruption Laws in connection with this Agreement or the activities contemplated hereby. Company shall not directly or indirectly, use, lend, contribute or otherwise make available any funds it receives from the Customer to any person that would result in a violation of Anti-Corruption Laws by the Customer. Company will use generally accepted best practices to ensure that no computer viruses, malware, or similar items (collectively, the “Virus”) are introduced into Customer’s computer and network environment while performing the Services, that Company will adhere to industry standard procedures to protect against the same. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email e-mail of any scheduled service disruption. HoweverHOWEVER, the Company does not warrant that the Services will be uninterrupted or error freeCOMPANY DOES NOT WA R R A N T T H AT T H E S E RV I C E S W I L L B E UNINTERRUPTED OR ERROR FREE; nor does it make any warranty as to the results that may be obtained from use of the ServicesNOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. While all due care has been takenEXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the ServicesTHE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, will be accurate or error free or that the Services will be compatible with any applicationEXPRESS OR IMPLIED, program or software not specifically identified as compatible by the Company. The Company’s obligation and the Customer’s exclusive remedy during the Service Term are limitedINCLUDING, in the Company’s absolute discretionBUT NOT LIMITED TO, to:
(a) The Company, at its own expense, using all reasonable endeavours to rectify any nonIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(b) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
(a) the facilities and functions of the Services meet the Customer’s requirements;
(b) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdictionINFRINGEMENT.
(c) the Company does not purport to provide any legal, taxation or accountancy advice by providing the Services under this Agreement. The Company will not be liable for any failure of the Services to provide any function not described in this Agreement or any failure attributable to:
(a) any modification to the Services other than by the Company;
(b) accident, abuse or misapplication of Services by the Customer;
(c) use of the Services with other software or equipment without the Company’s written consent;
(d) use of other than the latest, unaltered current release of the Services;
(e) or use other than in accordance with this Agreement. If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 1 contract
Samples: Terms and Conditions
Warranty and Disclaimer. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and proper manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company shall use reasonable efforts to provide advance notice in writing or by email e-mail of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. • While all due care has been taken, the Company does not warrant that the operation of the Services will be uninterrupted or error free or that any third party components of the Services, will be accurate or error free or that the Services will be compatible with any application, program or software not specifically identified as compatible by the Company. The Company’s obligation and the Customer’s exclusive remedy during the Service Term are limited, in the Company’s absolute discretion, to:
(a) The Company, at its own expense, using all reasonable endeavours to rectify any non-conformance of the Services by repair (by way of a patch, workaround, correction or otherwise) within a reasonable period of time; or
(b) a refund of the Fees paid if, in the Company’s reasonable opinion, it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost, whereupon this Agreement will terminate. • The Customer acknowledges and accepts that it is the Customer’s sole responsibility to ensure that:
(a) the facilities and functions of the Services meet the Customer’s requirements;
(b) the Services are appropriate for the specific circumstance of the Customer and are within the laws and regulations of the Customer’s jurisdiction.
(c) the Company does not purport to provide any legal, taxation or accountancy advice by providing the Services Service under this Agreement. • The Company will not be liable for any failure of the Services to provide any function not described in this Agreement the documentation (provided online as part of the Services) or any failure attributable to:
(a) any modification to the Services other than by the Company;
(b) accident, abuse or misapplication of Services by the Customer;
(c) use of the Services with other software or equipment without the Company’s written consent;
(d) use of other than the latest, unaltered current release of the Services;
(e) or use other than in accordance with this Agreement. • If, upon investigation, a problem with the Services is determined not to be the Company’s responsibility, the Company may invoice the Customer immediately for all reasonable costs and expenses incurred by the Company in the course of or in consequence of such investigation.
Appears in 1 contract
Samples: Terms and Conditions of Use
