Client Obligations. 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 5 contracts
Sources: Standard Consultancy Terms and Conditions, Standard Consultancy Terms and Conditions, Standard Consultancy Terms and Conditions
Client Obligations. 3.1 The 7.1 Client warrants shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and represents thatthat each Authorized User password shall be kept confidential.
7.2 Client shall permit Productsup to audit Client’s use of the Services in order to establish that the use of the Services by Client is in accordance with the Scope.
7.3 Client shall:
3.1.1 it shall co-operate with Centaur 7.3.1 timely provide all necessary cooperation and information as may be reasonably required for the proper performance of by Productsup in order to provide the Services;
3.1.2 it 7.3.2 and shall provide, for Centaur, procure that its agents, subcontractors, consultants Authorized Users shall: (i) use the Services in accordance with the terms and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance conditions of the Services;
3.1.3 Agreement; (ii) comply with all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules applicable laws and regulations and any other reasonable security requirements that apply at any of with respect to its activities under the Client's premises;
3.1.6 it shall Agreement; (iii) only use the Services for internal lawful purposes; and (iv) conduct Client’s business purposes with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users;
7.3.3 be solely responsible for procuring and maintaining network connections and telecommunications links and resolve all problems, conditions, delays and delivery failures arising from or relating to such network connections or telecommunications links;
7.3.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, without prejudice to in the foregoingevent of any such unauthorized access or use, shall not promptly notify Productsup;
7.3.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur . Productsup shall not be liable for any costserrors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, charges or losses sustained (iii) any changes or incurred modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction;
7.3.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used
7.3.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that arise directly such licenses and consents have been obtained.
7.4 Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or indirectly from such prevention transmit any Viruses, nor any material, including without limitation Client Data, that:
7.4.1 is Inappropriate Content;
7.4.2 is unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory; and
7.4.3 facilitates illegal activity or delayis otherwise illegal or causes damage or injury to any person or property.
Appears in 5 contracts
Sources: Software as a Service Subscription and Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement
Client Obligations. 3.1 The Client warrants shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and represents thatthat each Authorized User password shall be kept confidential. Client shall permit Productsup to audit Client’s use of the Services in order to establish that the use of the Services by Client is in accordance with the Scope. Client shall:
3.1.1 it shall co-operate with Centaur 7.3.1 timely provide all necessary cooperation and information as may be reasonably required for the proper performance of by Productsup in order to provide the Services;
3.1.2 it 7.3.2 and shall provide, for Centaur, procure that its agents, subcontractors, consultants Authorized Users shall: (i) use the Services in accordance with the terms and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance conditions of the Services;
3.1.3 Agreement; (ii) comply with all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules applicable laws and regulations and any other reasonable security requirements that apply at any of with respect to its activities under the Client's premises;
3.1.6 it shall Agreement; (iii) only use the Services for internal lawful purposes; and (iv) conduct Client’s business purposes with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users;
7.3.3 be solely responsible for procuring and maintaining network connections and telecommunications links and resolve all problems, conditions, delays and delivery failures arising from or relating to such network connections or telecommunications links;
7.3.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, without prejudice to in the foregoingevent of any such unauthorized access or use, shall not promptly notify Productsup;
7.3.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur . Productsup shall not be liable for any costserrors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, charges or losses sustained (iii) any changes or incurred modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction;
7.3.6 be solely responsible for the Client that arise directly or indirectly from such prevention or delaycreation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used hardware and operating systems and providing the latest browsing software; a list of supported browsers for the use of the Productsup Platform can be found under ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/help/5041; and
Appears in 3 contracts
Sources: Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement
Client Obligations. 3.1 The In AVEVA Connect the Client warrants Account Administrator can register for User Credentials for Client Account Users for their access to the AVEVA Services. User Credentials are personal and represents thatClient may not sell, transfer or sublicense them to any other person.
3.2 Client may make the SaaS Application(s) available for Use by Affiliates and Permitted Third Parties only to the extent expressly permitted in the Subscription Agreement, provided that Client shall be liable for their acts and omissions and any non-compliance with the terms of this Agreement.
3.3 Client is solely responsible for its Use of the AVEVA Services and shall:
3.1.1 it shall co-operate with Centaur as required (a) make all Client Users aware of the terms of this Agreement;
(b) be liable for the proper performance Fees for the number of Client Users who the Client Account Administrator has registered to Use the AVEVA Services;
3.1.2 (c) not allow any User Credentials to be used by more than one individual Client User unless it shall provide, for Centaur, has been reassigned in its agents, subcontractors, consultants and employeesentirety to another individual, in a timely manner and at which case the prior Client Users shall no charge, access longer have any right to Use the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the AVEVA Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date (d) ensure that its Use of the Order Form is accurate, complete AVEVA Services and is provision of any Client Content or Client Submissions will not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleadingviolate any Policy or Applicable Law;
3.1.4 it shall be responsible (at its own coste) for preparing and maintaining provide AVEVA with such co-operation as required by AVEVA to provide the relevant premises for the supply of the AVEVA Services;
3.1.5 it shall inform Centaur (f) be responsible for all activities of all health and safety rules and regulations Client Users and any other reasonable security requirements that apply at any use of the Client's premisesUser Credentials and shall ensure that its User Credentials are kept confidential and secure. AVEVA shall not be responsible for any unauthorized access through Client's User Credentials;
3.1.6 it (g) obtain and shall only use the Services maintain all necessary licences, consents, and permissions necessary for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property RightsContent; and
3.1.8 it shall obtain (h) be solely responsible for (i) any Client Submissions and maintain all Client Content, including the legality, reliability, integrity, accuracy and quality of Client Submissions and Client Content, and (ii) procuring and maintaining any systems, network connections and telecommunications links necessary licences and consents and comply with all relevant legislation in relation to access the Services, before the date on which the AVEVA Services are to startor use any APl.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by 3.4 Client shall use all reasonable endeavours to prevent any act or omission unauthorised Use of the AVEVA Services and, in the event of it becoming aware of any such unauthorised Use, shall promptly notify AVEVA.
3.5 AVEVA shall be permitted to audit Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by 's Use of the Client that arise directly or indirectly from such prevention or delayAVEVA Services through the functionality of AVEVA Connect.
Appears in 3 contracts
Sources: Aveva Subscription Agreement, Aveva Subscription Agreement, Aveva Subscription Agreement
Client Obligations. 3.1 The Client warrants shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and represents thatthat each Authorized User password shall be kept confidential. Client shall:
3.1.1 it shall co-operate with Centaur 7.2.1 timely provide all necessary cooperation and information as may be reasonably required for the proper performance of by Productsup in order to provide the Services;
3.1.2 it 7.2.2 and shall provide, for Centaur, procure that its agents, subcontractors, consultants Authorized Users shall: (i) use the Services in accordance with the terms and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance conditions of the Services;
3.1.3 Agreement; (ii) comply with all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules applicable laws and regulations and any other reasonable security requirements that apply at any of with respect to its activities under the Client's premises;
3.1.6 it shall Agreement; (iii) only use the Services for internal lawful purposes; and (iv) conduct Client’s business purposes with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users;
7.2.3 be solely responsible for procuring and maintaining network connections and telecommunications links;
7.2.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, without prejudice to in the foregoingevent of any such unauthorized access or use, shall not promptly notify Productsup;
7.2.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur . Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction;
7.2.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used hardware and operating systems and providing the latest browsing software; for the avoidance of doubt, it is made clear that using a supported browser is the only technical requirement that is needed to access the Productsup Platform; a list of supported browsers for the use of the Productsup Platform can be found under ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/help/5041; and
7.2.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained. Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Client Data, which is (i) unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; or (vi) causes damage or injury to any person or property. Productsup reserves the right, without liability or prejudice to its other rights to Client, to (i) disable Client’s access to any material that breaches the provisions of this section; to (ii) disable the Services with regard to any such content where, in Productsup’s sole and reasonable discretion, Productsup suspects such content to be in violation of this section and, after giving Client a reasonable advance notice, to remove such content; and/or (iii) terminate this Master Services Agreement and any outstanding Order Forms for material breach in accordance with section 12. Client agrees to defend, indemnify and hold harmless Productsup and its Affiliates from and against any and all claims, losses, damages, expenses and costs, charges including without limitation reasonable court costs and legal fees, arising out of or losses sustained in connection with Client Data (each a “Claim”). Productsup shall, in this case (a) notify Client in due time of any Claim; (b) grant Client, at Client’s cost, full authority and control of the settlement and defense of the Claim (to the extent possible under applicable law and possible without impairing the effective defense of the Claim; to the extent no full authority and control can be granted, Productsup agrees to involve Client by fully informing Client of any communication from opposing party, their counsel, and any court, arbitrator, mediator or incurred other similar entity, and by submitting to Client for prior approval any statement, brief, submission or filing, written or otherwise, to any of the aforementioned); and (c) reasonably cooperate with Client that arise directly or indirectly from in the defense of such prevention or delayClaim, including providing adequate assistance and information.
Appears in 3 contracts
Sources: Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement, Software as a Service Subscription Master Services Agreement
Client Obligations. 3.1 The Client warrants and represents that:
3.1.1 it shall co-operate with Centaur as ReallyB2Bas required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employeesprovide to ReallyB2B, in a timely manner and at no charge, access its agents, subcon tractors, consultants and employees and such materials concerning the Client and the campaign to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;which
3.1.3 all information it has provided to Centaur ReallyB2B in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely t imely manner, such further information and Client Material Materials as Centaur may ReallyB2Bmay require for the proper performance performan ce of the Services, and ensure that such information and Client Material Materials is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of ReallyB2Bof all health and safety rules and regulations and any other reasonable ot her re as on able security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials ReallyB2B Material s to develop de velop a product or service that competes with any of the products or services provided by CentaurReallyB2B;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and;
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant re leva nt legislation in relation to the Services, before the date on which the Services are to start; and
3.1.9 it shall comply with all applicable laws.
3.2 If CentaurReallyB2B's performance of its obligations under this Agreement is prevented prevente d or delayed by de layed b y any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall ReallyB2Bshall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 3 contracts
Sources: Standard Terms and Conditions, Standard Terms and Conditions, Standard Terms and Conditions
Client Obligations. 3.1 The 7.1 Client warrants shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and represents thatthat each Authorized User password shall be kept confidential.
7.2 Client shall:
3.1.1 it shall co-operate with Centaur 7.2.1 timely provide all necessary cooperation and information as may be reasonably required for the proper performance of by Productsup in order to provide the Services;
3.1.2 it 7.2.2 and shall provide, for Centaur, procure that its agents, subcontractors, consultants Authorized Users shall: (i) use the Services in accordance with the terms and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance conditions of the Services;
3.1.3 Agreement; (ii) comply with all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules applicable laws and regulations and any other reasonable security requirements that apply at any of with respect to its activities under the Client's premises;
3.1.6 it shall Agreement; (iii) only use the Services for internal lawful purposes; and (iv) conduct Client’s business purposes with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users;
7.2.3 be solely responsible for procuring and maintaining network connections and telecommunications links;
7.2.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, without prejudice to in the foregoingevent of any such unauthorized access or use, shall not promptly notify Productsup;
7.2.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur . Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction;
7.2.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used hardware and operating systems and providing the latest browsing software; for the avoidance of doubt, it is made clear that using a supported browser is the only technical requirement that is needed to access the Productsup Platform; a list of supported browsers for the use of the Productsup Platform can be found under ▇▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/help/5041; and
7.2.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained.
7.3 Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Client Data, which is (i) unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; or (vi) causes damage or injury to any person or property. Productsup reserves the right, without liability or prejudice to its other rights to Client, to (i) disable Client’s access to any material that breaches the provisions of this section; to (ii) disable the Services with regard to any such content where, in Productsup’s sole and reasonable discretion, Productsup suspects such content to be in violation of this section and, after giving Client a reasonable advance notice, to remove such content; and/or (iii) terminate this Master Services Agreement and any outstanding Order Forms for material breach in accordance with section 12.
7.4 Client agrees to defend, indemnify and hold harmless Productsup and its Affiliates from and against any and all claims, losses, damages, expenses and costs, charges including without limitation reasonable court costs and legal fees, arising out of or losses sustained in connection with Client Data (each a “Claim”). Productsup shall, in this case (a) notify Client in due time of any Claim; (b) grant Client, at Client’s cost, full authority and control of the settlement and defense of the Claim (to the extent possible under applicable law and possible without impairing the effective defense of the Claim; to the extent no full authority and control can be granted, Productsup agrees to involve Client by fully informing Client of any communication from opposing party, their counsel, and any court, arbitrator, mediator or incurred other similar entity, and by submitting to Client for prior approval any statement, brief, submission or filing, written or otherwise, to any of the aforementioned); and (c) reasonably cooperate with Client that arise directly or indirectly from in the defense of such prevention or delayClaim, including providing adequate assistance and information.
Appears in 2 contracts
Sources: Software as a Service Subscription and Master Services Agreement, Software as a Service Subscription Master Services Agreement
Client Obligations. 3.1 To Use the AVEVA Services, Client must provide details as specified by AVEVA during the registration process for at least one Client Account Administrator. The Client warrants Account Administrator can then register for User Credentials for Client Account Users for their access to the AVEVA Services. User Credentials are personal and represents thatClient may not sell, transfer or sublicense them to any other person.
3.2 The Client Account Administrator may on behalf of Client, from time to time, request to subscribe to SaaS Applications advertised and made available on AVEVA Connect, and any such access and subscription shall be subject to a separate agreement between the Parties setting out the terms and fees for such subscription(s).
3.3 Client is solely responsible for its Use of the AVEVA Services and shall:
3.1.1 it shall co-operate with Centaur as required for the proper performance (a) make all Client Users aware of the terms of this Agreement;
(b) not allow any User Credentials to be used by more than one individual Client User unless it has been reassigned in its entirety to another individual, in which case the prior Client Users shall no longer have any right to Use the AVEVA Services;
3.1.2 it shall provide, for Centaur, (c) ensure that its agents, subcontractors, consultants Use of the AVEVA Services and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours provision of any Client Content will not violate any Policy or Applicable Law;
(being Monday – Friday 8am – 6pm), office accommodation, data and other facilities d) provide AVEVA with such co-operation as is reasonably required by Centaur or any of them for AVEVA to provide the proper performance of the AVEVA Services;
3.1.3 (e) be responsible for all information it has provided to Centaur in relation to the Services as at the date activities of the Order Form is accurateClient Users and any use of Client's User Credentials and shall ensure that its User Credentials are kept confidential and secure. AVEVA shall not be responsible for any unauthorized access through Client's User Credentials;
(f) obtain and shall maintain all necessary licences, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Servicesconsents, and ensure that such information and permissions necessary for Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property RightsContent; and
3.1.8 it shall obtain (g) be solely responsible for procuring and maintain all maintaining any systems, network connections and telecommunications links necessary licences and consents and comply with all relevant legislation in relation to access the AVEVA Services, before the date on which the Services are to start.
3.2 If Centaur3.4 AVEVA shall be permitted to audit Client's performance of its obligations under this Agreement is prevented or delayed by any act or omission Use of the ClientAVEVA Services through the functionality of AVEVA Connect.
3.5 Client shall use all reasonable endeavours to prevent any unauthorised Use of the AVEVA Services and, its agentsin the event of it becoming aware of any such unauthorised Use, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delaypromptly notify AVEVA.
Appears in 2 contracts
Sources: Aveva Connect Terms, Aveva Connect Terms
Client Obligations. 3.1 8.1 The Client warrants and represents thatshall:
3.1.1 it shall 8.1.1 co-operate with Centaur the Supplier in all matters relating to the Services and provide in a timely manner such information relating to the System and Supported Software or access to Client Personnel as required the Supplier may require, and shall ensure that any such information is and remains complete and accurate in all respects throughout the Term;
8.1.2 where applicable and subject to clause 7.1, ensure that the Supplier is able to remotely access the Test System and the Supported Software in a test environment (unless agreed otherwise) in order to perform the Services (including maintaining appropriate environmental and operational conditions, and meeting any system requirements specified by the Supplier from time to time);
8.1.3 be solely responsible for ensuring it has all necessary licences and consents in relation to the proper performance System and the Supported Software (including Third Party Licensor licences) to enable the Supplier to perform the Services in compliance with this Agreement and all relevant Laws and without infringing the Intellectual Property Rights of any third party in relation to the System and/or the Supported Software;
8.1.4 not introduce any Virus into the Supplier's systems;
8.1.5 without affecting its other obligations under the Agreement, comply with all applicable Laws with respect to its activities under the Agreement, including ensuring that all Client Data complies with all applicable Laws;
8.1.6 carry out all its responsibilities set out in the Agreement in a timely and efficient manner; and
8.1.7 to the extent permitted by applicable Laws and except as otherwise expressly provided in this Agreement, be solely responsible for (i) procuring, maintaining and securing its network connections and telecommunications links from its Systems to the Supplier's data centres, and (ii) all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet.
8.2 The Client shall not use the Services (including by accessing, storing, distributing or transmitting any material through its use of the Services) in a way that is unlawful (including promoting or facilitating unlawful activity), offensive, immoral, harmful, threatening, defamatory, obscene, infringing, harassing, or discriminatory. The Supplier may, without liability to the Client and without prejudice to its other rights or remedies, disable the Client's access to the Services if the Client is in breach of this clause 8.2.
8.3 The Client shall not:
8.3.1 except as may be allowed by any applicable Laws which are incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Agreement:
(a) attempt to copy, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form all or any part of the Services;
3.1.2 it shall provide8.3.2 license, for Centaursell, its agentsrent, subcontractorslease, consultants and employeestransfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services, or otherwise make them available to any third party; or
8.3.3 attempt to obtain, or assist third parties in a timely manner and at no chargeobtaining, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm)Services.
8.4 The Client shall prevent any unauthorised access to, office accommodationor use of, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to . In the Services as at the date event of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, any such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Servicesunauthorised access or use, the Deliverables or any Centaur Materials to develop a product or service that competes with any of Client shall notify the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to startSupplier immediately.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 2 contracts
Sources: Third Party Support Services Agreement, Third Party Support Services Agreement
Client Obligations. 3.1 5.1 Client is responsible for: (i) all activities conducted by Users or under User logins; (ii) obtaining and maintaining any Client Equipment and any ancillary services needed to install, connect to, access or otherwise use the Sentinel Application; and (iii) ensuring that the Client Equipment and any ancillary services are compatible with the Sentinel Applications and complying with all requirements set forth in the Indicative Project Plan.
5.2 Client represents, and warrants that Client will use the Sentinel Applications in accordance with this Agreement, in compliance with applicable law, and shall not: (a) resell, sublicense, lease, time-share or otherwise make the Sentinel Applications available to any third party; (b) use or store infringing or unlawful material in connection with the Sentinel Applications; (c) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Sentinel Applications or the data contained therein; (d) modify, copy or create adaptations based on the Sentinel Applications; (e) reverse engineer the Sentinel Applications; (f) propagate any virus, worms, Trojan horses, or other programming routine intended to damage any system or data; (g) access the Sentinel Applications for the purpose of building a competitive product or service or copying its features or user interface; (h) use the Sentinel Applications, or permit them to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Sentinel’s prior written consent; or (i) permit access to the Sentinel Applications by a direct competitor of Sentinel.
5.3 Client shall appoint the Client Manager who shall have authority to contractually bind Client on all matters relating to the Agreement.
5.4 In relation to Services and Support, the Client accepts and acknowledges that Sentinel’s performance depends upon the Client’s full and timely cooperation, as well as the accuracy and completeness of any information provided by the Client to Sentinel. The Client warrants will, in response to Sentinel’s reasonable requests to facilitate the fulfilment of this Agreement, provide Sentinel at no charge and represents thatin a timely manner with access to:
3.1.1 it 5.4.1 any premises in which the Services or Support are to be performed and authorised access (and if agreed remote access) to any Client Equipment, systems or software;
5.4.2 appropriately qualified and experienced personnel familiar with the Client’s systems and operations who shall reasonably co-operate with Centaur as required for the proper performance of the Services;Sentinel; and
3.1.2 it shall provide5.4.3 any other documentation, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodationinformation, data and other facilities as is reasonably required by Centaur or any computer facilities.
5.5 The Client will also undertake normal back-ups of them for all data before the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the any Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided Support by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents Sentinel and comply with all relevant legislation any additional responsibilities set out in relation to the Services, before the date on which the Services are to starta Indicative Project Plan.
3.2 5.6 If Centaur's Sentinel’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur Sentinel shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 2 contracts
Client Obligations. 3.1 The 2.1. Client’s use of Third Party services, software and other products including, without limitation, SAP application software products, IBM database software products, and IBM operating system products is governed by the terms of any license or other agreement between Client warrants and represents the Third Party.
2.2. Client shall comply with all legal requirements applicable to Client’s use of the managed infrastructure and Services and with the AUP.
2.3. Client shall ensure that:, its employees or other individuals who are accessing the Service shall strictly comply with security precautions provided by Emergys and the terms of this Agreement.
3.1.1 it 2.4. Client shall co-operate deploy best efforts to prevent unauthorized access to or use of the Services and immediately notify Emergys of any known or suspected unauthorized use of the Services or any other breach of security.
2.5. Client shall use reasonable security precautions in connection with Centaur as required for the proper performance its use of the Services;, including encrypting any Protected Information transmitted by the Client or included in Client Data or stored in the servers or storage devices used by Client.
3.1.2 it shall provide2.6. Client is wholly responsible for ensuring that operations performed on the managed infrastructure do not interfere with, for Centaurobstruct, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance cause failure of the Services;managed infrastructure or Services and any applications dependent upon it.
3.1.3 all information it has provided 2.7. Client and its users agree to Centaur in relation fulfil any requests from Emergys that are needed to perform activities necessary for Emergys or the Services as at Client to fulfil the date terms of the Order Form is accurate, complete and is not misleading and it shall provide, this Agreement in a timely manner, such including but not limited to installation, maintenance, support, service, audit, investigation, and remediation.
2.8. Client and its personnel agree not to remove, modify or obscure any copyright, trademark, patent or other proprietary rights notices that appear on any software and/or Services provided by Emergys. Client further information agrees not to reverse engineer, decompile, or disassemble any of the software provided by Emergys.
2.9. Client acknowledge that the Services may be subject to terms and conditions imposed by third parties of software products that Emergys is providing to the Client Material as Centaur may require for the proper performance part of the Services, and ensure Client agree to be bound by, and to comply with, any such third party terms and conditions, as terms and conditions may be changed from time to time.
2.10. Client acknowledge that such information and Client Material is accurate, complete and not misleading;
3.1.4 it the Services shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall used only use the Services for internal business purposes andpurpose and Client shall not have the right to sublicense or re-distribute the Services to Third Parties, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any prior written approval of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to startEmergys.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Client Obligations. 3.1 4.1 The Client warrants and represents thatshall:
3.1.1 (a) ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
(b) cooperate with the Supplier, and the Supplier shall co-operate cooperate with Centaur as required for the proper performance of Client in all matters relating to the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to (c) provide the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, Supplier with such further information and Client Material materials as Centaur the Supplier may reasonably require for the proper performance of in order to supply the Services, and ensure that such information and Client Material is accurate, complete and not misleadingaccurate in all material respects;
3.1.4 it shall be responsible (at its own costd) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all any necessary licences permissions and consents and comply with all relevant legislation in relation to the Services, which may be required before the date on which the Services are to startstart in relation to the use and transfer of Personal Data required in order to deliver the Services;
(e) only send Personal Data to the Supplier for which the Supplier has the lawful right to process;
(f) if required, keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Client’s premises in safe custody at its own risk;
(g) give passwords or other secure access information only to Service Recipients and use all reasonable efforts to ensure that Service Recipients do not give their passwords or other secure access information to anyone else; and
(h) hereby consent to the Supplier using the Client’s logo and referencing the Client’s company name as the Supplier’s customer in publications, its website and other marketing materials.
3.2 4.2 If Centaur's the Supplier’s performance of any of its obligations under this Agreement the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Client, Services until the Client remedies the Client Default and to rely on the Client Default to relieve it from the performance of any of its agents, subcontractors, consultants obligations to the extent the Client Default prevents or employees, Centaur delays the Supplier’s performance of any of its obligations; and
(b) the Supplier shall not be liable for any costs, charges costs or losses sustained or incurred by the Client that arise arising directly or indirectly from such prevention the Supplier’s failure or delaydelay to perform any of its obligations as set out in this Clause 4.2.
Appears in 1 contract
Sources: Master Service Agreement
Client Obligations. 3.1 The
6.1 Client warrants and represents thatshall:
3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants 6.1.1 provide all such assistance and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities Sites as is reasonably required by Centaur or necessary to allow Optum to perform its obligations under this Agreement; including but not limited to assistance in coordinating Site access with its End Users;
6.1.2 enter into an agreement with the End Users such agreement to include the provisions in Schedule 4 (End User Responsibilities) and any other obligations and restrictions of them an End User as detailed in this Agreement;
6.1.3 ensure that Optum is able to liaise directly with the End Users, as is reasonably necessary, in order to perform its obligations under this Agreement;
6.1.4 prepare the Site for the proper performance installation of the ServicesScriptSwitch Client Software in accordance with Optum’s instructions prior to delivery (unless Optum has agreed in writing to undertake such preparation);
3.1.3 all information 6.1.5 supply Optum with the local formulary Recommendation Profile and authorise for use within the ScriptSwitch System the Recommendations it has provided wishes to Centaur put in place in relation to the Services as Underlying Drug Data and which are to be compiled by Client into the Recommendation Profile and be responsible for checking that the information contained in the Recommendations is correct and accurate and up to date at all times. Client shall ensure that the date of the Order Form is accurateRecommendations are put together by sufficiently qualified and authorised staff. Client shall indemnify, complete keep indemnified and is not misleading hold Optum harmless from and it shall provideagainst any and all damages, in a timely mannercosts, such further information and Client Material as Centaur may require for the proper performance of the Serviceslosses, and ensure that such information and Client Material is accurate, complete and not misleadingexpenses which Optum may incur arising out of Client’s breach of this Clause 6.1.5;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation 6.1.6 in relation to the ServicesProfile Updates, before be responsible for checking and authorising that the Recommendations contained in the Profile Updates are correct and accurate and up to date on at all times (including without limit the names of the drugs themselves). Client shall ensure that such checking is performed by and authorised by sufficiently qualified and authorised staff and shall perform such checks as soon as reasonably possible. Client shall indemnify, keep indemnified and hold Optum harmless from and against any and all damages, costs, losses, and expenses which Optum may incur arising out of Client’s breach of this Clause 6.1.6;
6.1.7 make available a nominated member of staff to attend training sessions in relation to the Services are ScriptSwitch System and feed the output of such training sessions through to startthe EnFUsers or otherwise arrange for the End Users to attend such training sessions;
6.1.8 ensure, in relation to its own use of the ScriptSwitch System (and in particular ScriptSwitch Prescribing Analytics, that it has obtained from its End Users consent for Optum to use information regarding the Sites obtained from such reports (whether aggregated or not)). Client shall indemnify, keep indemnified and hold Optum harmless from and against any and all damages, costs, losses, and expenses which Optum may incur arising out of Client’s breach of this Clause 6.1.8; and
6.1.9 provide Optum with a list of Sites where the ScriptSwitch Client Software will be installed to facilitate access to the ScriptSwitch Subscription Service.
3.2 If Centaur's performance 6.2 The Client accepts and agrees that Optum may, at its sole discretion, automatically update the Underlying Drug Data by way of Drug Updates in relation to changes in product cost, status and name. Optum will report such changes to the Client within 2 Working Days after the day the updates are made.
6.3 Client acknowledges that, in order to fulfil its obligations, Optum requires the cooperation of the End Users. As such, Client shall procure that the End Users perform their obligations as set out in Schedule 4 (End User Responsibilities), in a correct and timely manner.
6.4 Client acknowledges that Optum cannot guarantee the time required to deliver the Recommendation Profile to the ScriptSwitch Client Software.
6.5 The Client shall ensure all key personnel, including the Client Agreement signatory, attend the following Agreement meetings during each 12 month licence period:
6.5.1 Agreement Review Meeting 1, held in month 7 after Start Date.
6.5.2 Agreement Review Meeting 2, held in month 10 after Start Date.
6.6 Except to the extent that Client’s failure to perform its obligations under this Agreement is prevented or delayed by any act or omission of the Clientdue to Optum’s breach, its agents, subcontractors, consultants or employees, Centaur Optum shall not be liable for any costs, charges in breach of this Agreement to the extent its failure to perform an obligation under this Agreement is as a result of Client’s failure to perform its obligations under or losses sustained in connection with this Agreement or incurred by End Users failure to perform its obligations under or in connection with this Agreement and/or the agreement between Client that arise directly or indirectly from such prevention or delayand End User.
Appears in 1 contract
Client Obligations. 3.1 The 6.1. Client warrants and represents thatshall:
3.1.1 it shall co-operate 6.1.1. make payment of fees or cost in accordance with Centaur as required the provisions of the Application Form;
6.1.2. at all times, ensure that IS Ignite and its partners are granted reasonable access to its premises at an agreed time and date for the proper performance purpose of the Servicesplanning, installation, removal, maintenance and support of the Equipment;
3.1.2 it shall provide, 6.1.3. not tamper with the Equipment;
6.1.4. be liable for Centaur, its agents, subcontractors, consultants a call out charge in cases where Ignite employees or 3rd party service providers appointed by Ignite are called out on site and employees, in a timely manner the fault is proved not to be with the Ignite equipment and/ or due to the negligence of the Client.
6.1.5. take all reasonable steps to keep the Line of Sight at the Client Site is clear and at no charge, unobstructed.
6.1.6. not allow any third party access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm)Equipment;
6.1.7. provide IS Ignite with suitable location, office accommodationrackspace, data uninterruptible power supply and other facilities suitable grounding for all Equipment as is reasonably required specified by Centaur or any the manufacturer of them such Equipment. Such details may be obtained from IS Ignite upon request.
6.1.8. ensuring all negotiations, approvals and/or leases have been granted for the proper performance installation of the ServicesEquipment on the Client Site, including but not limited to Landlord approvals;
3.1.3 all information it has provided to Centaur in relation 6.1.9. insure to the Services as at full value of all Equipment which is installed on premises which are either owned, occupied, rented or otherwise enjoyed by the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the ServicesClient, and ensure that such information and Client Material is accurateinsurance covers damage resulting from lightning, complete and not misleadingtheft and/or fire;
3.1.4 it 6.1.10. maintain a regular power source no more than 3 (three) meters from the location of the installation point of the Equipment stored within the Clients Site;
6.1.11. regularly provide and update a list of Client’s duly authorised technical contacts in respect of each site, and/or provide the name of suitable persons upon request from Ignite;
6.1.12. Provide for the removal of the equipment in accordance with the provisions of clause 10 below.
6.1.13. Unless otherwise agreed to between the parties, the Client is prohibited from selling, reselling or otherwise dealing with the Last Mile service in any manner which breach(es) the provisions of 3rd party Supplier and/or IS’ telecommunications licenses and the Electronic Communications Act 36 of 2005 as amended. Without limitation to the aforegoing, any consideration which Client may receive whilst acting in breach of this prohibition shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Servicesforfeited to IS Ignite;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Sources: Last Mile Service Agreement
Client Obligations. 3.1 The Client warrants and represents that:
3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services Serv ices as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall ensure that any of the Client Equipment is in good working order and suitable for the purposes for which it is used in relati on to the Services;
3.1.7 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 3.1.8 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 3.1.9 it shall obtain and maintain all necessary licences and consents and comply with all relevant relev ant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Client Obligations. 3.1 o In order to allow CSP to carry out its obligations under this Agreement, The Client warrants shall ensure that at all reasonable times and represents that:
3.1.1 it shall co-operate on reasonable notice provide CSP employees and subcontractors with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to any appropriate areas within, and externally leading into the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur ’s Premises or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Third Party Premises. o The Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible for acquiring from any Third Parties all required permits, authorizations, and other agreements or rights which are necessary to construct, install and keep installed, and maintain the Network in respect of any Third Party Premises. o The Client shall indemnify and hold harmless CSP in respect of any loss, damage, liability, cost and/or expense suffered or incurred by CSP as a result of any of the following: (i) The Clients’s breach of this Agreement, (iii) operation or break down of any equipment or software owned or used by The Client including without limitation Client Apparatus but not the Network; (iv) The Client's inappropriate or unauthorised use or misuse of the Network; (v) The Client infringing (whether innocently or knowingly) any Third Party rights of any type. o The Client agrees that it shall: § immediately notify CSP if it becomes aware of any unauthorised use of all or any part of the Network; § not knowingly use the Network or allow it to be used for any unlawful purpose; § ensure that it has all necessary consents, permissions and licenses to make use of the Client Apparatus and the Network including without limit any registration required under the Data Protection ▇▇▇ ▇▇▇▇; § be entirely liable for all data transferred from time to time using the Network whether authorised by it or not and The Client acknowledges that CSP shall not be liable for the content of any such data, any loss of the same nor for the confidentiality of such data; • CSP OBLIGATIONS o CSP shall, at its own cost) expense, obtain (prior to the commencement of the Term), maintain and if necessary renew, for preparing and maintaining during the relevant premises Term, all required licenses, permits, authorizations, and other agreements or rights which are necessary to construct, install and keep installed, and maintain the Network to the Connection Points in the public highway. o CSP undertakes that for the supply duration of the Services;
3.1.5 this contract, it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes andwill be adequately insured against employee misfeasance, without prejudice to the foregoingaccident, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rightsinjury, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain defective products, fire and maintain other risks normally covered by insurance by persons carrying on telecommunications services performing all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start.
3.2 If Centaur's performance of its obligations under this Agreement contract. CSP will produce to The Client, at its reasonable request, satisfactory evidence of the insurance arrangements. o CSP will as soon as reasonably practicable upon becoming aware notify The Client of any unauthorised use of all or any part of the Network o CSP will, following any damage to the Network caused by a Third Party, use all reasonable endeavors to repair any such damage as soon as reasonably practical after becoming aware of the same so that the Network is prevented made functional, although not necessarily within Specification. The Network will be repaired to Specification as soon as reasonably practical following this repair. The reasonable costs of such repairs will be invoiced by CSP and will become payable on the Due Date following the invoice. CSP will provide all reasonable assistance to The Client, to recover the costs and damages caused by the action of a Third Party as The Client or delayed by its advisers shall reasonably require. • THE NETWORK o The Client shall be responsible for all loss, damage or destruction to the equipment and/or the Network situated on Client Premises or Third Party Premises, other than where such loss, damage or destruction is as a result of any act or omission of CSP. o The Client shall: § Not alter, adjust or interfere in any way with any part of the Client, Network unless CSP has given its agents, subcontractors, consultants prior written consent for The Client such consent not to be unreasonably withheld or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by delayed. The Client and/or the Client shall be entitled to alter, adjust or interfere with the Network only to the extent absolutely necessary in the case of emergency provided that arise directly The Client advises CSP forthwith thereafter of the emergency, the action taken and circumstances requiring it. The Client shall indemnify and hold CSP harmless against any loss, damage, liability, cost and/or expense CSP may suffer or indirectly from incur due to such prevention or delayClient action; and § permit CSP to enter onto the appropriate areas within Client Premises and Third Party Premises and to have free and safe access to the appropriate areas within those premises in order to provide, install, test, operate, inspect, repair, remove and ensure the security of the Network. Subject at all times that CSP shall provide reasonable notice of such requirements to The Client. o Ownership of the Network shall pass to The Client absolutely on the expiry of the Term provided that The Client has made all of the payments due under this contract.
Appears in 1 contract
Sources: Network Connection Agreement
Client Obligations. 3.1 7.1 The Client warrants shall
7.1.1 ensure that the terms of the Services and represents that:any item detailed in a Service Schedule are accurate and meet its needs in respect of any Agreement in respect of which GAIN LINE are requested to provide Services,
3.1.1 it shall 7.1.2 comply with the specific terms of a Schedule,
7.1.3 co-operate fully and promptly with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur GAIN LINE in relation to the Services as at the date provision of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;,
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall 7.1.4 obtain and maintain all necessary licences licences, permissions and consents required to allow GAIN LINE to provide the Services, and
7.1.5 promptly provide to GAIN LINE, at GAIN LINE's request, such information, data and comply with all relevant legislation in relation materials concerning the Client (relating to the Services), before the date on Client's requirements in respect of the Services and the Agreement to which the Services are relate as is reasonably necessary to startenable GAIN LINE to perform the Services.
3.2 7.2 Only written approval by a member of the Client's Personnel identified in a Services Schedule (or subsequently notified to the Client) as authorised to give approval shall be authorised to provide written approval by the Client for the purposes of an Agreement.
7.3 If CentaurGAIN LINE's performance of any of its obligations under this an Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation under an Agreement (Client Default):
7.3.1 GAIN LINE shall without limiting its other rights or remedies have the right to suspend performance of the ClientServices until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its agents, subcontractors, consultants obligations to the extent the Client Default prevents or employees, Centaur delays GAIN LINE's performance of any of its obligations;
7.3.2 GAIN LINE shall not be liable for any costs, charges costs or losses sustained or incurred by the Client that arise arising directly or indirectly from such prevention GAIN LINE's failure or delay performing any of its obligations due to the Client Default; and
7.3.3 the Client shall reimburse GAIN LINE on written demand for any costs or losses sustained or incurred by GAIN LINE arising directly or indirectly from the Client Default.
7.4 In the event of any Client Default GAIN LINE shall notify the Client of the same without any undue delay.
7.5 Where the Client receives any GAIN LINE Software it shall not use the same to (and shall in so far as possible ensure third parties cannot) disassemble, decompile, reverse-engineer or create derivative works from the GAIN LINE Software.
Appears in 1 contract
Sources: Core Terms
Client Obligations. 3.1 The a. Client warrants may only allow such number of Authorized Users as is indicated on an SOW to use the Platform on behalf of Client.
b. Each Authorized User shall be assigned their own unique login credentials to use the Platform either by Client or by the Company. Once issued, Client will not permit any person to use the login credentials of a different Authorized User. Client shall ensure that Authorized Users maintain the confidentiality of each of their respective unique user names and represents that:
3.1.1 it passwords. Client and none of its Authorized Users shall co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, provide any false identify information to gain access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur Platform or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services. If Client has any reason to believe that the security or confidentiality of any user name or password has been compromised, Client shall promptly notify the Company, and, if applicable, the Deliverables Company will reissue or any Centaur Materials cause to develop a product or service that competes with any of be reissued credentials to the products or services provided by Centaur;
3.1.7 the Client Materials affected user. The Company shall not infringe be responsible for any third party rightslosses, damages, costs, expenses or claims that result from stolen or lost credentials, or use of any credentials in breach of this Agreement, the AUP or the Documentation or in a manner not authorized in writing by the Company.
c. Client agrees that it and its Authorized Users will use the Platform in accordance with the terms of this Agreement, including the Exhibits, Schedules, SOWs, and other documents incorporated herein by reference (including any third party Intellectual Property Rights; and
3.1.8 it shall obtain which may be online), and maintain all necessary licences and consents the Documentation, and comply with all relevant legislation in relation applicable Laws, including Privacy Laws. To this end, Client will obtain all consents, permissions, authorizations and provide all notices required to Authorized Users pursuant to applicable Laws with respect to their Personal Information and its processing by the Company and its service providers and third party partners hereunder, including providing to the Services, before Company compliant privacy policies or notices for posting on any portions of the date on which the Services are Platform visible to startsuch users.
3.2 If Centaur's performance d. Client shall be solely responsible for all acts, omissions and activities of its obligations under Authorized Users, including their compliance with the terms of this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur Agreement. The Company shall not be liable for any costs, charges loss of data or losses sustained or incurred by the Client that arise functionality caused directly or indirectly by Client or its Authorized Users.
e. Client is solely responsible for collecting, inputting and updating all Client Data stored on the Platform and for ensuring (a) that Client Data does not include anything that actually or potentially infringes or misappropriates any Intellectual Property Rights of any third party or contain anything that is obscene, defamatory, harassing, offensive or malicious, and (b) that Client has collected and handled all Client Data in compliance with all applicable Laws.
f. Client shall provide to the Company all reasonable information, documentation and assistance as the Company may require to perform the Services hereunder. Any delay or failure in providing same may affect the Company’s performance hereunder and the parties agree that the Company shall not be responsible or liable in any such event to the extent the delay by or failure of Client caused such failure to perform.
g. Client must, and is responsible for, reviewing the accuracy, reliability, legality, quality, integrity and propriety of Client Data, and is also responsible for its uploading to the Platform, unless the parties have otherwise agreed in writing. Client acknowledges and agrees that the Company is not responsible for and does not guarantee the accuracy, legality or completeness of any information and/or data transmitted, stored, accessed, viewed or otherwise exchanged via the Platform. Further, the Company does not represent that the Platform is or will be considered “accessible” pursuant to, nor does it comply with, criteria published by the Worldwide Web Consortium under its Web Content Accessibility Guidelines. Client agrees that this is acceptable and hereby releases the Company from such prevention or delayany and all liability arising as a result thereof.
Appears in 1 contract
Sources: Subscription Agreement
Client Obligations. 3.1 The Client warrants and represents that:
3.1.1 it shall co-operate with Centaur ReallyB2B as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employeesprovide to ReallyB2B, in a timely manner and at no charge, access its agents, subcontractors, consultants and employees and such materials concerning the Client and the campaign to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;which
3.1.3 all information it has provided to Centaur ReallyB2B in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material Materials as Centaur ReallyB2B may require for the proper performance of the Services, and ensure that such information and Client Material Materials is accurate, complete and not misleading;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur ReallyB2B of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur ReallyB2B Materials to develop a product or service that competes with any of the products or services provided by CentaurReallyB2B;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and;
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start; and
3.1.9 it shall comply with all applicable laws.
3.2 If CentaurReallyB2B's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur ReallyB2B shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Sources: Standard Terms and Conditions
Client Obligations. 3.1 The 2.1 Client’s use of Third Party Services, software and other products including, without limitation, SAP application software products, IBM database software products, and IBM operating system products is governed by the terms of any license or other agreement between Client warrants and represents that:the Third Party.
3.1.1 it 2.2 Client shall co-operate comply with Centaur as required for the proper performance all legal requirements applicable to Client’s use of the Services;Managed Infrastructure and Service and with the AUP.
3.1.2 it 2.3 Client shall provide, for Centaurensure that, its agents, subcontractors, consultants employees or other individuals who are accessing the Managed Infrastructure and employees, in a timely manner and at no charge, Service shall strictly comply with security precautions provided by Emergys.
2.4 Client shall deploy best efforts to prevent unauthorized access to or use of the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data Managed Infrastructure and other facilities as is reasonably required by Centaur Service and immediately notify Emergys of any known or suspected unauthorized use of the Managed Infrastructure and Service or any other breach of them for the proper performance security.
2.5 Client shall use reasonable security precautions in connection with its use of the Services;Managed Infrastructure and Service, including encrypting any protected personal information transmitted by the Client or included in Client Data or stored in the servers or storage devices used by Client.
3.1.3 all information it has provided 2.6 Client and its users agree to Centaur in relation fulfill any requests from Emergys that are needed to perform activities necessary for Emergys or the Services as at Client to fulfill the date terms of the Order Form is accurate, complete and is not misleading and it shall provide, this Agreement in a timely manner, such including but not limited to installation, maintenance, support, service, audit, investigation, and remediation.
2.7 Client and its users agree not to remove, modify or obscure any copyright, trademark, patent or other proprietary rights notices that appear on any software and/or Services provided by Emergys. Client further information agrees not to reverse engineer, decompile, or disassemble any of the software provided by Emergys
2.8 Client acknowledge that the Services may be subject to terms and conditions imposed by third parties of software products that Emergys is providing to the Client Material as Centaur may require for the proper performance part of the Services, and ensure Client agree to be bound by, and to comply with, any such third party terms and conditions, as terms and conditions may be changed from time to time.
2.9 Client acknowledge that such information and Client Material is accurate, complete and not misleading;
3.1.4 it the Services shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall used only use the Services for internal business purposes andpurpose and Client shall not have the right to sublicense or re-distribute the Service to Third Parties, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any prior written approval of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to startEmergys.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Client Obligations. 3.1 The 2.1 Client’s use of Third Party Services, software and other products including, without limitation, SAP application software products, IBM database software products, and IBM operating system products is governed by the terms of any license or other agreement between Client warrants and represents that:the Third Party.
3.1.1 it 2.2 Client shall co-operate comply with Centaur as required for the proper performance all legal requirements applicable to Client’s use of the Services;Managed Infrastructure and Service and with the AUP.
3.1.2 it 2.3 Client shall provide, for Centaurensure that, its agents, subcontractors, consultants employees or other individuals who are accessing the Managed Infrastructure and employees, in a timely manner and at no charge, Service shall strictly comply with security precautions provided by Emergys.
2.4 Client shall deploy best efforts to prevent unauthorized access to or use of the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data Managed Infrastructure and other facilities as is reasonably required by Centaur Service and immediately notify Emergys of any known or suspected unauthorized use of the Managed Infrastructure and Service or any other breach of them for the proper performance security.
2.5 Client shall use reasonable security precautions in connection with its use of the Services;Managed Infrastructure and Service, including encrypting any protected personal information transmitted by the Client or included in Client Data or stored in the servers or storage devices used by Client.
3.1.3 all information it has provided 2.6 Client and its users agree to Centaur in relation fulfil any requests from Emergys that are needed to perform activities necessary for Emergys or the Services as at Client to fulfil the date terms of the Order Form is accurate, complete and is not misleading and it shall provide, this Agreement in a timely manner, such including but not limited to installation, maintenance, support, service, audit, investigation, and remediation.
2.7 Client and its personnel agree not to remove, modify or obscure any copyright, trademark, patent or other proprietary rights notices that appear on any software and/or Services provided by Emergys. Client further information agrees not to reverse engineer, decompile, or disassemble any of the software provided by Emergys
2.8 Client acknowledge that the Services may be subject to terms and conditions imposed by third parties of software products that Emergys is providing to the Client Material as Centaur may require for the proper performance part of the Services, and ensure Client agree to be bound by, and to comply with, any such third party terms and conditions, as terms and conditions may be changed from time to time.
2.9 Client acknowledge that such information and Client Material is accurate, complete and not misleading;
3.1.4 it the Services shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises;
3.1.6 it shall used only use the Services for internal business purposes andpurpose and Client shall not have the right to sublicense or re-distribute the Service to Third Parties, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any prior written approval of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to startEmergys.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Client Obligations. 3.1 7.1 The Client warrants shall, and represents thatprocure that each End User shall, during the Term:
3.1.1 it shall co-operate (a) provide the Supplier (i) before the Services Commencement Date, and (ii) during the Term promptly on request, with Centaur as required for the proper performance a detailed and accurate list of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants Client Devices and employees, in a timely manner provide reasonable assistance and at no charge, access co- operation to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur Supplier in relation to the Services Client Devices, including providing information concerning the Client Devices application, use, location and environment as at the date of Supplier may reasonably request to enable it to perform its obligations under these Device as a Service Terms;
(b) ensure that the Order Form is accurate, complete Devices are kept and is not misleading and it shall provide, operated in a timely mannersuitable environment, such further information and Client Material as Centaur may require used only for the purposes for which it is designed, and operated in a proper performance of manner by trained competent staff in accordance with any operating instructions provided by the Supplier or recommended by the relevant OEM;
(c) take such steps (including compliance with all safety and usage instructions provided by the Supplier or the relevant OEM) as may be necessary to ensure, so far as is reasonably practicable, that the Devices are at all times safe and without risk to health when a Device is being used, cleaned or maintained by a person at work;
(d) except where the Supplier is providing Maintenance Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (maintain at its own costexpense the Devices in good and substantial repair (fair wear and tear excepted);
(e) for preparing make no alteration to the Devices and maintaining shall not remove any existing component (or components) nor remove, deface or obscure any identifying mark from the Devices;
(f) keep the Supplier fully informed of all material matters relating to the Devices;
(g) at all times keep the Devices in the possession or control of the Client or its End Users;
(h) maintain operating records of the Devices and make copies of such records readily available to the Supplier, together with such additional information as the Supplier may reasonably require;
(i) comply with the terms of any applicable end user licence agreement imposed by the relevant premises OEM that may be included as part of the Devices;
(j) not, without the prior written consent of the Supplier, part with control of (including for the supply purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rental Devices or allow the creation of any mortgage, charge, lien or other security interest in respect of them;
(k) not suffer or permit the Rental Devices to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Rental Devices are so confiscated, seized or taken, the Client shall notify the Supplier immediately and the Client shall at its sole expense use its best endeavours to procure an immediate release of the ServicesRental Devices and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
3.1.5 (l) not use the Devices for any unlawful purpose;
(m) ensure that the packaging of the Rental Devices is retained and kept in good condition (fair wear and tear excepted) at the Supplier’s sole discretion;
(n) return the Rental Devices at the end of the Rental Period at such address as the Supplier requires, or if necessary irrevocably grant a licence to the Supplier, its employees and agents to enter any Client Site or any premises where the Devices are located for the purpose of removing the Devices;
(o) notify the Supplier immediately if it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at becomes subject to any of the Client's premisesevents listed in Clause 16.2(b) or Clause 16.2(c) of the Agreement;
3.1.6 it shall only use (p) not do or permit to be done anything which could invalidate the Services for internal business purposes and, without prejudice insurances referred to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rightsin paragraph 4; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start(q) not install or use unlicensed software.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
Appears in 1 contract
Sources: Master Services Agreement
Client Obligations. 3.1 8.1 The Client warrants and represents thatshall:
3.1.1 it shall 8.1.1 promptly provide EveryCity with all necessary co-operate with Centaur as required operation, information, equipment, accommodation, data and support that EveryCity may reasonably require for the proper performance provision of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall 8.1.2 provide, in a timely manner, such further Input Material and other information and Client Material as Centaur the Supplier may require for the proper performance of the Servicesreasonably require, and ensure that such information and Client Material it is accurate, complete and not misleadingaccurate in all material respects;
3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;
3.1.5 it shall 8.1.3 inform Centaur EveryCity of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's ’s premises;
3.1.6 8.1.4 ensure that all the Client’s equipment is in good working order and suitable for the purposes for which it shall only use is used in relation to the Services for internal business purposes and, without prejudice and conforms to the foregoing, shall not use the Services, the Deliverables all relevant standards or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaurrequirements;
3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and
3.1.8 it shall 8.1.5 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of EveryCity’s equipment, the use of Input Material and the use of the Client’s equipment in relation to EveryCity’s equipment, in all cases before the date on which the Services are to start; and
8.1.6 keep, maintain and insure EveryCity’s equipment in good condition or in accordance with EveryCity’s instructions (as notified in writing from time to time) and shall not dispose of or use EveryCity’s equipment other than in accordance with EveryCity’s written instructions or authorisation.
3.2 8.2 If Centaur's EveryCity’s performance of its obligations under this Agreement agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur EveryCity shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
8.3 The Client shall be liable to pay to EveryCity, on demand, all reasonable costs, charges or losses sustained or incurred by EveryCity (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to EveryCity confirming such costs, charges and losses to the Client in writing.
8.4 The Client shall not, without the prior written consent of EveryCity, at any time from the date of this agreement to the expiry of 12 months after the completion of the Services or termination or expiry of this agreement, solicit or entice away from EveryCity or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of EveryCity in the provision of the Services.
Appears in 1 contract
Sources: Terms and Conditions
Client Obligations. 3.1 7.1 The Client warrants shall, and represents thatprocure that each End User shall, during the Term:
3.1.1 it shall (a) provide the Supplier (i) before the Services Commencement Date, and (ii) during the Term promptly on request, with a detailed and accurate list of Client Devices and provide reasonable assistance and co-operate with Centaur as required for the proper performance of the Services;
3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access operation to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services;
3.1.3 all information it has provided to Centaur Supplier in relation to the Services Client Devices, including providing information concerning the Client Devices application, use, location and environment as at the date of Supplier may reasonably request to enable it to perform its obligations under these Device as a Service Terms;
(b) ensure that the Order Form is accurate, complete Devices are kept and is not misleading and it shall provide, operated in a timely mannersuitable environment, such further information and Client Material as Centaur may require used only for the purposes for which it is designed, and operated in a proper performance of manner by trained competent staff in accordance with any operating instructions provided by the Supplier or recommended by the relevant OEM;
(c) take such steps (including compliance with all safety and usage instructions provided by the Supplier or the relevant OEM) as may be necessary to ensure, so far as is reasonably practicable, that the Devices are at all times safe and without risk to health when a Device is being used, cleaned or maintained by a person at work;
(d) except where the Supplier is providing Maintenance Services, and ensure that such information and Client Material is accurate, complete and not misleading;
3.1.4 it shall be responsible (maintain at its own costexpense the Devices in good and substantial repair (fair wear and tear excepted);
(e) for preparing make no alteration to the Devices and maintaining shall not remove any existing component (or components) nor remove, deface or obscure any identifying mark from the relevant premises for Devices;
(f) keep the supply Supplier fully informed of all material matters relating to the Devices;
(g) at all times keep the Devices in the possession or control of the ServicesClient or its End Users;
3.1.5 it shall inform Centaur (h) not, without the prior written consent of all health and safety rules and regulations and any other reasonable security requirements that apply at the Supplier, move any of the Client's premisesDevices from the Client Site, or other location agreed in the Statement of Work;
3.1.6 it shall only use (i) maintain operating records of the Services for internal business purposes andDevices and make copies of such records readily available to the Supplier, together with such additional information as the Supplier may reasonably require;
(j) comply with the terms of any applicable end user licence agreement imposed by the relevant OEM that may be included as part of the Devices;
(k) not, without prejudice the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Rental Devices or allow the creation of any mortgage, charge, lien or other security interest in respect of them;
(l) not suffer or permit the Rental Devices to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the foregoingRental Devices are so confiscated, seized or taken, the Client shall notify the Supplier immediately and the Client shall at its sole expense use its best endeavours to procure an immediate release of the Rental Devices and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation;
(m) not use the ServicesDevices for any unlawful purpose;
(n) ensure that the packaging of the Rental Devices is retained and kept in good condition (fair wear and tear excepted) at the Supplier’s sole discretion;
(o) return the Rental Devices at the end of the Rental Period at such address as the Supplier requires, or if necessary irrevocably grant a licence to the Deliverables Supplier, its employees and agents to enter any Client Site or any Centaur Materials premises where the Devices are located for the purpose of removing the Devices;
(p) notify the Supplier immediately if it becomes subject to develop a product or service that competes with any of the products or services provided by Centaurevents listed in Clause 15.2(b) of the Agreement;
3.1.7 (q) not do or permit to be done anything which could invalidate the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rightsinsurances referred to in paragraph 4; and
3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start(r) not install or use unlicensed software.
3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of 7.2 The Client acknowledges that the Client, its agents, subcontractors, consultants or employees, Centaur Supplier shall not be liable responsible for any loss of or damage, defect, fault or impairment of the Devices arising out of or in connection with the Client’s negligence, misuse, mishandling of the Devices, breach of these Device as a Service Terms or otherwise caused by the Client or its officers, employees, agents and contractors, and the Client shall indemnify the Supplier in full against all liabilities, costs, charges or expenses, damages and losses sustained (including all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of, or in connection with any failure by the Client that arise directly or indirectly from such prevention or delayto comply with the terms of these Device as a Service Terms.
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Sources: Master Services Agreement